The Deed of the Basketball Solidarity and Education Foundation
1. The Foundation
The name of the Foundation is “Basketbol için Destek ve Eğitim Vakfı” (transl. Basketball Solidarity and Education Foundation) and will be referred to as ‘Foundation’ for the remainder of this document.
2. The Headquarters of the Foundation
The Headquarters (main Office) of the Foundation is located at: İstanbul cad. Begonya sok. No 2 Arcadium Life 3 blok. Kat 1 Daire 5/A Göktürk, Eyüp Sultan, İstanbul.
The Foundation can open branches, bureaus, and representation offices inside and outside Turkey with a decision of the Board of Directors followed by the approval of authorised official platforms.
3. The Purpose of the Foundation
To support current or former players, referees, managers, media members and similar persons who are working for (or have previously worked for) basketball if/as needed through social solidarity, and, to support Turkish Basketball players become persons with (better) developed cultural and educational levels, who respect republican principles and who create value for society.
4. The Activities of the Foundation
Besides developing sports- academic- cultural- social- and educational activities that comply with the goals of the Foundation, to prepare a ‘List of Honor’ consisting of persons who have contributed to Turkish Basketball, to build a physical (and digital) museum reflecting the history of Turkish Basketball, and to make contributions of all kind to the basketball community in every aspect.
5. The Works and transactions the Foundation can engage in for reaching its goals
To own and utilise goods and properties to be used in reaching the foundations’ goals that can be acquired through donations, testaments, purchases, and renting; to sell, transfer and waive assets according to the articles of laws binding foundations, to acquire and spend revenues, to utilise revenues from merchandise and immovable assets that are owned by the foundation and invest them one or multiple times, to manage and save any movable or immovable assets and monies acquired by donations, testaments, purchases, and any other means with the condition of compliance with the goals and service concepts of the Foundation, to purchase movable assets (tranls. stocks, bonds, …) and to utilise and resell them according to the goals of the Foundation, to team up with real persons and legal entities located inside or outside Turkey that have similar goals and efforts and to receive assistance from them, to enter into agreements in order to obtain such assistance, to accept value in kind rights other than ownership rights coming from easement- usufruct- serenity- pledge- mortgage (and similar others) of immovables, to use these rights, to accept all kinds of securities including pledge and mortgage of movable and immovable goods for contracts regarding current or future revenues, to accept applicable bank bails, to borrow if necessary in order to reach the goals and service efforts of the Foundation, to give bail- pledge- mortgage- and other securities, to obtain revenues from all kinds of projects that comply with the goals and service subjects of the Foundation, and to form companies that will function according to normal management principles in order to create revenues for the Foundation, to partner with those who are already in function, to directly manage these or to outsource their management to a manager under their control, to engage in expenditures- savings- acquisition of goods- construction- and similar other contracts as stated in article 48 of the Turkish Civil Law.
The Foundation cannot use these rights and revenues for purposes that are outruled by the Turkish Civil Law.
6. The ‘Foundation Assets’ of the Foundation
The ‘Foundation Assets’ of the Foundation are 500,000.-TL (FivehundredthousandTurkishLira) that were allocated by its founders.
7. The Organs of the Foundation
The organs of the Foundation are listed below.
- The Board of Trustees
- The Board of Directors
- The Honor Board
- The Board of Auditors (Inspection Board)
- The Board of Founders
8. The Board of Trustees
The Board of Trustees consists of trustees that are real persons or legal entities. The Members of the ‘Board of Founders’ are natural and permanent members of the Board of Trustees.
The mission period of the Trustees is 4 years and they can be re-elected.
In the case of a discharge in the Board of Trustees caused by any of the Trustees’ departure, expulsion from membership or any reason, the new Trustee will be proposed by the Board of Founders and approved by the Board of Directors.
Also, any new member to the Board of Trustees will be proposed by the Board of Founders and approved by the Board of Directors.
The Trustees elect one President and one Vice President among themselves by simple majority.
9. The tasks and authority of the Board of Trustees
The tasks and authority of the Board of Trustees are listed below.
- To elect 4 full members and one alternate member of the Board of Directors in addition to those names established by the Board of Founders,
- To elect 1 full member and one alternate member of the Board of Auditors from among the members of the Board of Founders and the Board of Trustees in addition to those names established by the Board of Founders,
- To examine and discuss the Activity Report prepared by the Board of Directors of the Foundation and the Report of the Board of Auditors and to decide towards the acquitting (transl. discharge/release) of the Board of Directors and the Board of Auditors
- To accept (or amend and accept) the proposals of change for the internal regulations of the Foundation that are prepared by the Board of Directors
- To accept (or amend and accept) the annual budget proposals prepared by the Board of Directors
- To determine any payments that will (or will not) be given to the members of the Board of Directors and the Board of Auditors that are not public employees
- To make decisions of additions or amendments within the content of the Deed of the Foundation which are based on the decisions of the Board of Founders
- To establish the general policies of the Foundation’s activities
- To take the necessary decisions regarding issues that applicable laws require, and other content in alliance with the goals and sevices of the Foundation
- Upon the proposal of the Board of Directors, to decide on trustee candidates and any dissociation of a current trustee
- To authorize the Board of Directors to act regarding immovables that are to be purchased or sold towards the benefit of the Foundation and also for claiming any rights on immovables of the Foundation
- To make decisions regarding the Foundation joining higher establishments and its parting from them if/when necessary, the dissolving of the Foundation and any other related issue accoring to the law
- To decide on the dissolvement of the Foundation based on the decision of the Board of Founders
- To make recommendations to the Board of Directors
- To establish the criteria of academic- and sports- education activties and the support that will be provided to those in need within the basketball communit
10. The Meeting Time and Quorum of the Board of Trustees
The first meeting of the Board of Trustees is summoned within one month after the official establishment of the Foundation.
- Within the month of February to confirm the balance reports and activity reports and discuss other subjects
- Within the month of November to confirm budgets and activitiy reports, to make elections, and discuss other subjects
Should it be necessary, should the basic majority of the Board of Founders, the Board of Directors or the Board of Trustess deem it necessary, meeting can be held with written invitations reaching all Trustees at least 15 working days before the intended meeting date.
The meeting quorum is half of the current number of members +1. Should this quorum not be reached in the first meeting, a second meeting can be called which can be realised with the participation of 1/3 of the current number of members. Decisions are reached with the support of 50%+1 of the meeting participants. Should there be an equality in the number of votes, the vote of the President of the Board of Trustees will count as 2 votes. The voting procedure will be decided seperately.Each member has only one vote. Any member that will not be able to participate in the meeting has the right to name another Trustee as a proxy to represent him in the voting.
The quorum for any changes, corrections or additions in the Foundation Deed is 2/3 of the total member count.
Meetings will be summoned with real life participation (transl. ‘in sitting’) or on electronic platforms as regulations may enable.
Any member that is absent 3 consecutive times without a justified excuse or is convicted of a shameful crime can be dissociated by the basic majority of the Board of Trustees.
11. The Board of Directors
According to articles [9] and [20] of the Foundation Deed, the Board of Directors consists of 10 full members and 4 alternate members who are elected from among the members of the Board of Founders and the Board of Trustees. The term of office for the full and alternate members of the Board of Directors is 2 years. The elected members of the Board of Directors then elect, from among themselves with basic majority, one President and two Vice Presidents.
An alternate member is summoned (according to list priority) to office in the place of any member whose membership discontinues for any reason. Should this member whose membership discontinues happen to be one of the members elected by the Board of Founders, one of the alternate members elected by the Board of Founders will be elected.
12. The Tasks, Authority and Responsibilities of the Board of Directors
The Tasks and Authority of the Board of Directors is shown below.
- Makes all decisions in the direction of the Foundation goals other than those decisions reserved for the Board of Trustees and implements them.
- Realizes the productive and organised implementation of Foundation activities in the light of the general policies determined by the Board of Trustees. Prepares related internal regulation drafts and submits them to the approval of the Board of Trustees.
- Implements academic and sportive education activites aiming at the development of basketball according to the criteria determined by the Board of Trustees, contributes, and makes decisions towards providing social and financial support to those in need from the basketball community.
ç. Undertakes the necessary work toward utilising the assets of the Foundation and the creation of new sources.
d. Undertakes legal, fainancial and other processes with real and legal entities on behalf of the Foundation.
e. Makes decisions of opening branches and representative entities inside and outside Turkey and the closing of them within the related legal frameworks and implements necessary works.
f. Implements preparations of Board of Trustee Meetings.
g. Presents the activity report of the period at Board of Trustee Meetings.
h. Can create a ‘Secretary General’ position and comparable assistant units for the Foundation on the condition of their job descriptions, authority and responsibilities being predetermined based on necessities, and can discontinue them.
i. Determines the personnel to be employed by the Foundation, appoints them, determines their salaries and terminates their employment if/as necessary.
j. Follows and controls the bookkeeping of the Foundation, prepares the income-expense statements and balances after each period and sends them to the relative official public office.
k. Implements the annual budget accepted by the Board of Trustees.
l. Undertakes the other works required by the Foundation Deed, internal regulations of the Foundation and applicable legislation.
m. Approves new Trustees nominated by the Board of Founders.
n. Approves Board of Honor membership of those persons who have provided top level input to Turkish Basketball and who have accepted being nominated by at least 3 Trustees.
13. The Meeting Time and Quorum of the Board of Directors
The Board of Directors meets regularly at least once a month upon invitation over the agenda prepared by the President and extraordinary meetings can be held upon the request of the President or the at least half of the member count by sending invitations and the agenda in writing to members at least 7 days before. The meeting quorum is 50%+1 of the member count and decision quorum the basic majority of those members participating at the meeting. The President’s vote counts as 2 votes in the case of a tie.
Meetings will be summoned with real life participation (transl. ‘in sitting’) or on electronic platforms as regulations may enable.
Decisions taken with the written participation of all members without their coming together are valid as are the decisions taken by all members coming together without the written invitation procedure described in the Deed.
The passing of members of the Board of Directors, their becoming incapable, their resignation, their absence from 3 consecutive meetings without valid excuses or their non-participation even with excuses in more than half of the meetings organised in one working period and their being convicted of a shameful crime will result – with the decision of 50%+1 of the member count of the Board of Directors - in their being dissociated and alternate members will be summoned in their place.
14. The Representation of the Foundation
The Board of Directors represents the Foundation. The Board of Directors can transfer this representation right to the President or to the Vice Presidents. The Board of Directors can authorise one or more of its members, any one or more than one of its employees, its representatives or branches to sign any contract or document according to the principles it will determine on general or specific subjects. The Foundation is represented by at least two authorised signatures.
15. The Board of Honor
The Board of Honor consists of persons who have provided top level input to Turkish Basketball and who have accepted being nominated by at least 3 Trustees and approved by the Board of Directors.
Members of the Board of Honor participate in Board of Trustees Meetings at least once a year and express their opinions.
16. The Board of Auditors
The Board of Auditors is an organ established to control (transl. audit) the activities and accounts of the Foundation on behalf of the Board of Trustees.
The Foundation is subject to the official auditing of the General Directorate of Foundations (of Turkey); in addition to that, according to articles [9] and [20] of the Foundation Deed, 3 full members and 3 alternate members who are knowledgeable in financial matters as much as possible, elected from the Trustees for a term of 2 years and implements internal auditing. The Board of Auditors can decide to obtain outsourced professional support if necessary.
17. The Meeting Time of the Board of Auditors
The work of the Board of Auditors is realized upon the boks and records of the Foundation. Should a member leave for any reason, the alternate member in line will be invited within one week. Should this member whose membership discontinues happen to be one of the members elected by the Board of Founders, one of the alternate members elected by the Board of Founders will be elected.
18. The Tasks, Authority and Responsibilities of the Board of Auditors
The Tasks and Authority of the Board of Auditors is shown below.
- The elected members of the Board of Auditors elect a President among themselves.
- To report to the Board of Directors on the issues and their proposals based on their evaluation for 3 months
- To report to the Board of Trustees at the end of their term on their general evaluation over the balances and the income-expense statements
- To report to the Board of Trustees annually on their evaluations and thoughts over the annual budget
19. The Board of Founders
The Board of Founders consists of real persons named in writing in article [28] of the Foundation Deed.
Membership of the Board of Founders continues for a lifetime unless someone resigns at their own will.
In case of resignation or being convicted by a shameful crime, the members of the Board of Founders propose 3 persons as successors in a sealed envelope to the Presidency of the Foundation, in exchange for the signature of the President. In the case of any of the members of the Board of Founders resigning or passing, the persons in this envelope will be called upon (according to the lineup) and proposed a position in the Board of Founders. In the case of the porposed persons not accepting membership, new members will be elected by the Board of Founders with a 2/3 quorum from candidates proposed by any member of the Board of Founders. Should the required majority not be reached in the first two rounds of voting, the new member will be elected by simple majority of the member count of the Board of Founders.
The Board of Founders takes decisions by simple majority of the member count of the Board of Founders on matters stated in article [28] of the Foundation Deed.
The members of the Board of Founders elect among themselves a President and a Vice President for a term of 2 years by simple majority of the member count of the Board of Founders.
Decisions taken with the written participation of all members without their coming together are valid as are the decisions taken by all members coming together without the written invitation procedure described in the Deed.
20. The Tasks and Authority of the Board of Founders
The Tasks and Authority of the Board of Founders is shown below.
- To elect 6 full members and 3 alternate members of the Board of Directors (which will consist of 10 full members and 4 alternate members) out of candidates from the members of the Board of Founders and the Board of Trustees.
- To elect 2 full members and 2 alternate members of the Board of Auditors (which will consist of 3 full members and 3 alternate members) out of candidates from the members of the Board of Founders and the Board of Trustees.
- To propose a new member for the Board of Trustees to the Board of Directors in the case of any Trustee resigning, being dissociated or the emergence of an empty place for any reason,
ç. To propose a new member for the Board of Trustees to the Board of Directors for the election of any new member
- To observe the Board of Trustees, the Board of Directors and the Board of Auditors and make suggestions to them
- To add to the meeting agenda of theBoard of Directors any issue that it sees necessary to be discussed and decided upon
- To elect members of the Board of Founders according to article [19] of the Foundation Deed.
- To make decision on additions and changes in the Foundation Deed.
- To decide on the dissolution of the Foundation
21. Term of Office and Budget
The term of Office (working term) of the Foundation begins on January 1st and ends on December 31st. The annual budget of the Foundation consists of the income-expense sheets and the budget application regulations and the accounts of the Foundation are kept according to the standard account plan accepted by the General Directorate of Foundations.
22. Honorarium
The Board of Trustees determines whether members of the Board of Directors and the Board of Auditors will be provided with an honorarium – or not – and the amount of the honorarium.
23. The income(s) of the Foundation
The income(s) of the Foundation are shown below.
- Conditional or unconditional donations made according to the goals of the Foundation and saving income related to death
- Various income that is generated from Foundation activities
- Income from subsidiaries, participations and partners
ç. Rent, interest, dividends coming from movable and immovable assets and securities of the Foundation and income deriving from their sale
- Income from entities allocated by Institutions or establishments
- Other income
24. Places of allocation and consumption of the Income of the Foundation
At least 2/3 of the annual gross income of the Foundation must be allocated for the goals of the Foundation; the rest to management and maintenance costs, contingency reserves and investments increasing the assets of the Foundation.
25. Changes in the Foundation Deed
In the case of the scope and qualifications of the goals and service subjects stated in the Foundation Deed changing to the extent that unequals the will of the initial Devotees or in the case of a management change becoming absolutely necessary in order to continue the goals and service work of the Foundation, change can be made by a decision of the Board of Trustees with the quorum of 2/3 of the member count of the Board of Trustees (upon the proposal of the Board of directors or the proposal of 1/5 of the member count of the Board of Trustees).
26. The Dissolution of the Foundation
Should it be understood that the continuation of the Foundation should become useless or should an understanding emerge that the realisation of the goals and working subjects of the Foundation have become impossible; the Foundation can be dissolved upon the proposal of the Board of Trustees or the Board of Directors and the approval of the Board of Founders, the opinion of the General Directorate of Foundations and a court registration at the Civil Law Courts.
The dissolution of the Foundation for other reasons can only happen with the written proposal of at least 50%+1 of the member count of the Board of Trustees or the Board of Directors and the approval of ¾ of the member count of the Board of Trustees and the Board of Founders and a court decision.
The assets appearing after the work of the Board of Directors functioning as a ‘Liquidation Board’ will be transferred to another institution pursuing similar goals upon the (seperate) majority decisions of the Board of Founders and the Board of Trustees.
27. Legislation Provisions
Should there be no provisions in the Foundation Deed, provisions of the ‘Charter of Foundations’ and provisions of the Turkish Civil Law apply.
28. Members of the Board of Founders
- Ahmet Kurt
- Ahmet Akın Süel
- Aydın Örs
- Naili Aytek Gürkan
- Azmi Kansak
- Çiğdem Ertem
- Sait Ergun Özen
- Erol Tabanca
- Gönenç Gürkaynak
- Hasan Arat
- Süleyman Murat Yosmaoğlu
- Kamil Ömer Bozer
- Sinan Güler
29. Members of the First Temporary Board of Directors
- Ahmet Akın Süel
- Naili Aytek Gürkan
- Hasan Arat
- Süleyman Murat Yosmaoğlu
- Kamil Ömer Bozer
- Korhan Aklar
- Özlem Bağdatlı
- İsmail Bağdatlı
- Dilek Özdemir
- Duygu Ayas
The Temporary Board of Directors is liable to summon the Board of Founders and the Board of Trustees to meet within at lerast one month after the official registration of the Foundation and posesses the responsibilities and authority as stated in the Foundation Deed during this period. Members of the Board of directors and members of the Board of Auditors are appointed in the first Meetings of the Board of Founders and the Board of Trustees.
30. Authorisation for registration procedures
Ahmet Akın Süel and Duygu Aras have been authorised to carry out all registration procedures of the Foundation.