SETTLEMENT DEED

Statute of Human Rights Foundation of Turkey 1

 

Article 1) A foundation has been founded under the title “Human Rights Foundation of Turkey” based on the 3rd paragraph, 3rd article of the Charter of Human Rights Association.
The Title, Head Office and The Branches of the Foundation 2

Article 2) The title of the foundation in this statute of foundation is “HUMAN RIGHTS FOUNDATION OF TURKEY”.

  1. a) The term “foundation” shall mean the legal entity of the Human Rights Foundation of Turkey, the term “Statute of Foundation” shall mean this statute of foundation belonging to Human Rights Foundation of Turkey, the term “member” shall mean the persons whose membership to the foundation still continue in accordance with the provisions of the statute of the foundation, the term “Association” shall mean the Human Rights Association.
  2. b) The head office of the foundation is in Ankara. The address of the head office of the foundation is: Meşrutiyet Caddesi No: 17/17, Yenişehir / Ankara
  3. c) The change in the address of the head office of the foundation does not require a change in the statute of foundation. The change shall immediately be informed to the relevant authorities.

Purpose and Service 3

Article 3) The purpose and object of the foundation is to publish and make documentation on the subject of human rights and freedom, to make scientific researches and to provide education and to be involved in the publishing activities periodically or indefinitely.
The foundation establishes, operates and makes others to operate all kinds of research, education, and health institutions in relation with all human rights that is defined in international human rights documents and internal law.

Legal Status and Procedures 4

Article 4) The foundation as stated in the Article 46 of Turkish Civil Code, in order to reach its purposes other than the legal boundaries, is authorised and permitted to purchase, to lease, and to use movable and immovable properties of which their quantities and values are not limited; to sell, to convey, to renunciate its asserts in accordance with the Law on Foundations; to use one or more immovable properties or the income of these properties in one or more investments; to manage, to save, to spend the money and the movable and immovable properties that are assets of the Foundation through purchasing, donation, testament, or in any way on the condition of not being contrary to the purposes of the Foundation; to buy and sell bonds to raise the incomes of the Foundation; on permission of the relevant authorities to collaborate with other foundations in Turkey and abroad which have the similar purposes and objectives, to receive help from the local and foreign foundations in order to provide this help to make negotiations; to raise the income of the Foundation to join commercial firms with its money or properties and to use the profit and earnings for importing means and material to reach its purposes, to accept the rights in kind except for the mortgage, pawn, habitation, right of using a property; to loan, pawn the movable and immovable properties of the Foundation and to guarantee any kind of bond to reach the purposes and objectives of the Foundation, to receive income from projects and works which are performed in accordance with the purposes of the Foundation, and to raise the income of the Foundation to establish firms and enterprises, to manage those commercial institutions directly or make others to manage under its control, in order to reach one or more purposes or objectives of the Foundation to make necessary and beneficial undertakings, savings, get properties or manage commercial institutions.
The foundation can help persons and institutions in kind or in cash in accordance with its purposes and objects and on demand and approval of the Executive Committee of the Foundation.

Organs of the Foundation 5

Article 5) The organs of the foundation are stated below:

  1. a) Founders Committee of the Foundation
    b) Executive Committee of the Foundation
    c) Advisory Board of the Foundation
    d) Foundation Auditors

Founders Committee of the Foundation 6

Article 6) Founders Committee of the Foundation is formed by the following judicial and real persons:
a- The real persons who all have their names and signatures under this official statute
b- The members of the Central Office Executive Committee of the Human Rights Association
c- The Founders Committee of the Foundation would choose mostly 5 new endowers a year among the persons who served the foundation purposes and put a lot of effort on this, and who are thought to work actively for the foundation. These persons would be nominated by 1/10 of the total number of the endowers of the Founders Committee of the Foundation.
d- The number of the members of the Founders Committee cannot exceed 100.
e- One of the 2 persons who were indicated in a written document in case that an endower dies or cannot perform his duties or leaves the Foundation would be chosen by the Founders Committee of the Foundation. If the endower did not leave a written nomination document the Founders Committee of the Foundation would choose in accordance with the paragraph c of this article.
f) Founders Committee of the Foundation meets once in the first three months of every year by the announcement of the Executive Committee of the Foundation in order to make decisions on the subjects that they are obliged under this official statute. In the meeting of the Founders Committee of the Foundation a Presidency Council formed by a chairman, a vice-chairman and a secretary would be elected among the members of the Founders Committee of the Foundation. The resolutions of the Founders Committee of the Foundation would be approved by absolute majority.

Executive Committee of the Foundation 7

Article 7) Executive Committee of the Foundation is made up of 9 persons chosen among the endowers of the Founders Committee of the Foundation for 3 years. The Founders Committee of the Foundation also elects 5 reserves in the same meeting. In case that one member of the Executive Committee dies or cannot perform its duties or departs from the foundation on his own request one of the reserves would be appointed.

Meeting and Resolution Principles of the Executive Committee of the Foundation 8

Article 8) Executive Committee of the Foundation meets regularly once in every month. Executive Committee of the Foundation may meet extraordinarily upon the written request of the absolute majority of the members of Executive Committee of the Foundation and by an unanimous vote of the Foundation Auditors. The number that is satisfactory for taking a resolution is of the absolute majority. Executive Committee chooses a chairman, a secretary and an accountant through an open vote in its first meeting.
The number that is satisfactory for taking a resolution and for a meeting is the absolute majority of the total number of the members of the Executive Committee of the Foundation.


Obligations and Duties of the Executive Committee of the Foundation

Article 9) The obligations and the duties of the Executive Committee of the Foundation are as follows:
a- To make decisions on the purpose and objects of the Foundation
b- To prepare the necessary amendments that must be made in the Official Statute of the Foundation and submit these amendments to Founders Committee of the Foundation for approval.
c- To approve the regulations that are needed and in accordance with the Official Statute of the Foundation.
d- To make every kind of decision about the immovable properties of the Foundation.
e- To perform the resolutions and the suggestions of the Founders Committee of the Foundation
f- To represent the Foundation and to determine the authorised signatures together with their degrees.
g- To prepare the service programme, the budget and the plans.
h- To arrange the yearly activity report, balance sheet, income statements.
i- To call the Founders Committee of the Foundation to the meeting and to prepare the agenda of the meeting.
j- To appoint the authorities who would perform the financial issues and management of the Foundation.
k- To establish committees related to the purposes and objects of the Foundation, to determine the working methods and the regulations, and to make decisions on the reports.
l- To elect the members of the Advisory Board of the Foundation.
m- To prepare the required amendments in the Official Statute of the Foundation and and required regulations on other subjects, and to submit these to the Founders Committeeof the Foundation for approval.
n- To perform the duties and the obligations mentioned in the Official Statute of the Foundation.
o- To perform the procedures and operations indicated in the 4th Article of the Official Statute of the Foundation

Advisory Board of the Foundation


Article 10)
Advisory Board of the Foundation is formed of 5 members elected to represent the foundation in every field of study by the Executive Committee of the Foundation among the experienced people in the fields of positive sciences, social sciences, education, health, law, economy, finance, technical fields, social and public relations that are nominated by the members of the Executive Committee of the Foundation.
The members of the Advisory Board of the Foundation may be elected among the members of the Founders Committee or out of the Foundation.
Former chairmen of the Executive Committee of the Foundation are the regular members of the Board.
The duration of the task of the Board is 3 years. In place of a person who departed from the Board an election shall be made by the Executive Committee of the Foundation and the elected person completes the period of the departed person.
Advisory Board of the Foundation meets at least once a year upon the announcement of the Chairman of the Board or Chairman of the Executive Committee of the Foundation. In its first meeting a chairman, a vice-chairman, and a secretary would be elected. The satisfactory number for a resolution is the absolute majority.

Obligations and Duties of the Advisory Board of the Foundation


Article 11)
a- To make studies on the consultancy subjects that are given by the Executive Committee of the Foundation and to prepare reports,
b- To make studies and research related to the purpose and objects of the foundation and to submit and give suggestions to the Executive Committee of the Foundation,
c- To examine the projects of changes in the Official Statute of the Foundation and submit its point of view.

Foundation Auditors

Article 12) Foundation Auditors are formed by three persons who elected by the Founders Committee of the Foundation. The committee also elects 2 reserves. Foundation Auditors as well as may be elected among the members of Founders Committee, also may be elected from out of the foundation. The period of the task of the Foundation Auditors is three years. In place of an auditor who departs the foundation with any reason one of the reserves with large majority shall complete the period of the departed auditor.

Meeting and the Resolution Principles of the Foundation Auditors
Article 13) In their first meeting, the foundation auditors chose a chairman and a spokesman. The auditors may work separately and may decide on their required subjects by meeting at least once in every three months. The number that is satisfactory for taking a resolution and for a meeting is the absolute majority.

The Obligations and the Duties of the Advisory Board of the Foundation

Article 14) a- To submit their common report that they will arrange as the result of their examinations of the books and documents once in every three months to the Executive Committee of the Foundation,
b- To submit the common report that they will prepare as a result of their examination being made on the balance sheets, income statements to the Executive Committee of the Foundation,
c- To submit their point of view about the yearly budget and placement plans to the Executive Committee of the Foundation,
d- When necessary to call the Executive Committee of the Foundation to an extraordinary meeting.

Foundation’s Central Organization

Article 15) Foundation’s Central Organization are made up of enough number of administrative, financial and technical personnel under the administration of an authorized director who shall be appointed by the Executive Committee of the Foundation.
The staff of the Foundation’s Central Organization, their duties and powers and responsibilities and personnel rights are determined by the statute of the Executive Committee.

Working Period

Article 16) Working and accounting period of the Foundation starts January 1st and ends in December 31st. In the establishment year of the Foundation, working and accounting period of the Foundation starts with the court resolution related to the registry of the Foundation.

Assets of Foundation

Article 17) The total amount of properties, money and rights of the Foundation as determined during its establishment is 50.000.000 TL.

Revenues of the Foundation

Article 18)– a- Annual investment revenues,
b- Revenues to be gained through the savings and transactions described in the 4th Article of the Official Statute of the Foundation,
c- Grants to be made to the Foundation confirming with the aim of the Foundation, conditionally and unconditionally, related to death or not related to death,
ç- Fees to be received for the services confirming with the aim of Foundation within the framework of the laws,
d- Revenues to be obtained from the managements that the Foundation owns or is a partner of,
e- Sales of movables and rents, income to be gained from immovable and movable properties of the Foundation and the revenues to be provided by the sale of these,
f-Publication revenues,
g- All kinds of other revenues.

Presentation Authority and Signatory

Article 19) The authorized persons to sign the documents and contracts to be undertaken and obligated and their signature degrees are determined by the Executive Committee of the Foundation.

Amendments in the Properties of the Foundation

Article 20) The immovable properties specified for the aim and service subjects and incurred to the assets of the Foundation which are losing their profitability continuously and in big amounts because of economic changes may be sold with the resolution of the Executive Committee of the Foundation and by the methods and principles in the law numbered 903. The immovables and share statutes and commercial bills may be converted to cash by the resolution of the Executive Committee,

Amendments in the Official Statute

Article 21) The statute may be amended upon the proposal of the Executive Committee of the Foundation, with the presence of ¾ of the total number of endowers in the Board of Founders of Foundation and with absolute majority votes. In the first meeting, the statute may be amended by the 2/3 majority votes of the present endowers.
The proposal related to the statute amendment is not negotiated in the Board of Founders of the Foundation as long as the project and its statement of reasons are not sent to the founders 15 days before.

Dissolution and Dissolution Committee

Article 22) The Foundation is dissolved by the resolution of the Foundation Founders Committee if it is decided that the Foundation is of no use and the aims and service subjects of the Foundation are impossible to realize and Foundation Executive Committee is given the duty of recoursing the competent First Instance Court and demanding the registry of the dissolution. If the demand is registered by the court Foundation Executive Committee at the resolution date continues to be entrusted until the end of the dissolution with the name of “Dissolution Committee”.
Pursuant to the “Dissolution Balance–Sheet” to be issued after the Foundation shall be transferred to the Human Rights Association.

Statute:

Article 23) Provisions related to the execution of this official statute of the Foundation are issued by a statute to be confirmed by the Executive Committee of the Foundation.

Missing Provisions:

Article 24) In case that there is not a provision in this official statute of the Foundation, Civil Code, Law number 903 and the charter provisions about the Foundation are applied.

Validity:

Article 25) The official statute of this Foundation becomes effective starting from date of the resolution related to the registry of First Instance Court.

Endowers and the Assets that They Have Endowed:

Article 26) Those who have founded and endowed this Foundation and the amounts they have endowed are as indicated below:
1- Headquarters of the Human Rights Association        18.000.000 TL
2- Nevzat Helvacı                            1.000.000 TL
3- Leman Fırtına                            1.000.000 TL
4- Akın Birdal                                1.000.000 TL
5- Mustafa Ekmekçi                            1.000.000 TL
6- Mahmut Tali Öngören                        1.000.000 TL
7- Ata Soyer                                1.000.000 TL
8- Mehmet Selim Ölçer                        1.000.000 TL
9- Aziz Gürsoy                            1.000.000 TL
10- Ergin Atasü                            1.000.000 TL
11- Fevzi Bahattin Argun                        1.000.000 TL
12- İhsan Atar                            1.000.000 TL
13- Halit Çelenk                            1.000.000 TL
14- Haldun Özen                            1.000.000 TL
15- Gencay Gürsoy                            1.000.000 TL
16- Veli Lök                                1.000.000 TL
17- Veli  Devecioğlu                            1.000.000 TL
18- İbrahim Emil Çelik Sandalcı                    1.000.000 TL
19- Bekir Doğanay                            1.000.000 TL
20- Ömer Faruk Yenigün                        1.000.000 TL
21- Murat Yetkin                            1.000.000 TL
22- Haşim Aydıncak                            1.000.000 TL
23- Lalezar  Mürşitpınar                        1.000.000 TL
24- Doğan Taşdelen                            1.000.000 TL
25- Okan Akhan                            1.000.000 TL
26- Hüsnü Öndül                            1.000.000 TL
27- Muzaffer Erdost                        1.000.000 TL
28- Alpaslan Berktay                            1.000.000 TL
29- Zeki Tavşancıl                            1.000.000 TL
30- Nart Bozkurt                            1.000.000 TL
31- Yavuz Önen                            1.000.000 TL
32- Mehmet Vural                            1.000.000 TL
33- Nusret Fişek                            1.000.000 TL

Miscellaneous:

Article 27) Human Rights Foundation of Turkey has been founded for an unlimited time.

Article 28) In case that the Registry of Foundation or its registry in connection with its aim is not possible all property, immovables and movables of the Foundation and its money are transferred to Human Rights Association.

Article 29) Foundation may cooperate with the other foundations and establishments according to the establishing aim of the Foundation.

Article 30)

Article 31) All of the Foundation revenues, except administration and management charges limited in the 37th article of establishing Foundations charter pursuant to Turkish Civil Code and the amounts allocated for the investments to increase the Foundation revenue, are collected and spent for the aims of the Foundation.
Temporary Article) The following persons were appointed as the Executive Committee of the Foundation until the first Executive Committee of the Foundation is elected in accordance with this official statute.
1. Okan Akhan
2. İhsan Atar
3. Gencay Gürsoy
4. Veli Lök
5. Yavuz Önen
6. Hüsnü Öndül
7. Mahmut Tali Öngören
8. Haldun Özen
9. Ata Soyer

Notes

1 The Statue of the Foundation was registered by 4th Notary Public of Ankara with the date 02.10.1989 and daily record number 39246. It was registered regarding the changes made by HRFT in the statue in with the decision of Ankara Legal Affairs Court No. 14 dated 15.02.1990 and record number E:1989/797, K:1990/90 as well as with the document with the date 07.02.1990 and daily record number 57000 of 4th Notary Public of Ankara. Its summary was published in the Official Gazette number 20741 on 30.12.1990.
2 The articles 2 and 3 were first wanted to be changed according to the text that was registered by the 34th Notary Public of Ankara dated 26.11.1997 and numbered 41731 but later this demand was abandoned. Thus, the proceeding was ended with the decision of Ankara Legal Affairs Court No. 22 numbered E:1997/768 and K:1997/795.
The new form of the Article 2 would have been as follows:
The title of the foundation in this statute of foundation is “Human Rights Foundation Of Turkey”. The initial of the Human Rights Foundation is “HRFT”.
a) The word “foundation” refers to the legal entity of the Human Rights Foundation of Turkey, the term “Statute of Foundation” refers to this statute of foundation belonging to Human Rights Foundation of Turkey, the term “member” refers to the persons whose membership to the foundation still continue in accordance with the provisions of the statute of the foundation, the term “Association” refers to the Human Rights Association.
b) b) The head office of the foundation is in Ankara. The address of the head office of the foundation is: Menekşe (2) Sokak No: 6-7-8 Kızılay-Ankara.
c) A change in the address of the head office of the Foundation does not necessitate a change in the Statue of the Foundation. Address change is notified to the relevant authority.
d) Representatives can be opened in the cities where the executive board sees necessary. The authority and the responsibilities of the representatives are fixed by a regulation.
3 Regarding the opinion of the General Directorate of Foundations with the record number Huk: 06-1963 and dating 15.12.1989 the paragraph 2 of the article 3 was amended and the paragraph 3 was take out of the statue text.
The former paragraph that was submitted to the court is as follows:
The foundation establishes, operates and makes others to operate all kinds of institutions in relation with all human rights that are defined in international human rights documents.
The foundation establishes rehabilitations centers to supply treatment without aiming profit and discriminating between race, color, sex, language, religion, political views or beliefs for the persons who are subjected to torture, or inhuman or pride wounding acts or punishment while convicted, imprisoned or under arrest. It supplies examination, medicine and rehabilitation tools for these persons.
Although the articles 2 and 3 were wanted to be changed in accordance with the text registered with the date 26. 11. 1997 and number 41731 later this demand was abandoned. Thus, any proceeding has been done concerning this issue with the decision E:1997/768 and K:1997/795 of the Ankara Legal Affairs Court No. 22.
The amended Article 3 would have been as follows:
The Foundation publishes and makes documentation on the subject of human rights and freedom, to make scientific researches and to provide education and to be involved in the publishing activities periodically or indefinitely.
The foundation establishes, operates and makes others to operate all kinds of research, education, and health institutions in relation with all human rights that are defined in international human rights documents and internal law. In this framework, it services treatment and rehabilitation, may aid medicine and medical tools to persons who need.
4 Regarding the opinion of the General Directorate of Foundations with the record number Huk: 06-1963 and dating 15 December 1989 the expression “on permission of the relevant authorities” was added and other small changes were made.
5 “General Assembly of the Foundation” was changed into “Founder Committee of the Foundation”.
6 The name of the organ “General Assembly of the Foundation” which was mentioned in the articles 6, 7, 8, 9, 10, 12, 21 and 22 of the official statute, was changed into “Founder Committee of the Foundation” This article was also changed upon the decision of Ankara Legal Affairs Court No 22 with the record number E:1997/768, K:1997/795.
7 On 07 February 1990 the expression “confirming with the aim of the Foundation” was added to the paragraph c of the article.