Articles of Foundation

THE NAME OF THE FOUNDATION: Article 1. The name of the foundation is "SCIENCE AND THOUGHT STUDIES FOUNDATION (BİLDEV)". In this official deed, it will only be referred to as "Foundation".

THE CENTER OF THE FOUNDATION: Article 2. The center of the Foundation is in Istanbul Province, and its address is Altunizade Mah. Kısıklı Cad. No. 3 Tekin-Ak İş Merkezi, D. 9, Üsküdar, Istanbul. The address of the Foundation can be changed by the decision of the Board of Directors. Within the framework of the relevant legislation, branches and representative offices can be opened at home or abroad by the decision of the Foundation's Board of Directors.

PURPOSE OF THE FOUNDATION: Article 3. The Foundation was established with the aim of ensuring the continuity, activation, and development of the understanding of innovation in education and science, conducting original research and developing ideas in the fields of thought and aesthetics, and collaborating with individuals and organizations from home and abroad operating in these fields, in order to carry out the activities and services specified in Article 4 of this foundation deed.

ACTIVITIES OF THE FOUNDATION: Article 4. The Foundation carries out the following activities in line with its purpose: a) To conduct research on science and thought, to produce projects, to obtain patents, to guide its members to studies to be carried out in this field; b) To carry out scientific, cultural, and artistic activities in this direction, to organize international conferences, seminars, panels, exhibitions, and similar organizations; c) To share the obtained data with public institutions, academia, non-governmental organizations, and the general public; d) To strive for the development and dissemination of scientific thought, to create conditions and environments for communication, interaction, and discussion, thus contributing to society; e) To provide scholarships and awards to researchers and to assist in all kinds of scientific and intellectual studies, thereby slowing down brain drain and accelerating reverse migration by assisting attractive working conditions with projects; furthermore, to protect the rights of project owners by having local, national, and international scientific thoughts and inventions examined by expert academics in their fields through the idea and project bank to be created with the foundation's work and patenting those beneficial to our country and the world, and to evaluate them in our country and the international arena in cooperation with Universities, TÜBİTAK, KOSGEB, and the Ministry of Science, Industry, and Technology; f) To open research centers and institutes in the field of science and thought within the Foundation and to bring local culture to a globally recognized position through them; g) To publish written or digital publications, to make translations, to evaluate intellectual property and copyrights, to make agreements with reputable publishers in this regard or to establish publishing houses; h) To establish libraries and documentation units and open them to expert researchers; i) To cooperate with national and international academic institutions, governmental organizations, non-governmental organizations, and private sector organizations working with similar aims, thus carrying national goals to a global scale; j) To establish specialized boards and encourage interdisciplinary studies based on division of labor; k) To support similar activities within the framework of the stated purposes of the Foundation and to create the necessary financial and logistical resources in this direction; l) To establish and operate a university primarily focused on Science, Thought, and Technology, when the physical and economic conditions of the Foundation are mature.

WORKS AND TRANSACTIONS THE FOUNDATION CAN PERFORM TO ACHIEVE ITS PURPOSE: Article 5. To achieve its goal, the Foundation is authorized to acquire and use movable and immovable properties without limitation of quantity and value, through donation, will, purchase, and lease, in accordance with the provisions of the law concerning foundations, to sell what it owns; to transfer and alienate, to receive and spend its income, to use one or more immovable properties or their incomes included in the foundation's assets for investment one or more times, to manage and dispose of movable and immovable properties and money acquired through donations, wills, purchases, and other means, provided that it is not contrary to the foundation's purpose and service subjects, to acquire securities and to evaluate and sell them in line with the foundation's purpose, to cooperate with foundations, real and legal persons at home and abroad with similar aims, to receive aid from non-public institutions and organizations, to make agreements to provide this aid, to accept real rights other than ownership such as easement, usufruct, habitation, superficies, pledge, mortgage on immovable properties, to use these rights, to take all kinds of guarantees including pledge and mortgage of movable and immovable properties for contracts to be established with its existing or future incomes, to accept valid bank guarantees, to borrow when necessary to realize the foundation's purpose and service subjects, to provide guarantees, pledges, mortgages and other guarantees, to earn income from projects and all kinds of works carried out and to be carried out in accordance with the foundation's purpose and service subjects, and to establish economic enterprises, partnerships operating according to ordinary operating principles to provide income for the foundation, to participate in established ones, to operate them directly or to have them operated by an operator under its control, to make initiatives, dispositions, property acquisitions, construction and similar contracts deemed useful and necessary for the realization of one or all of the foundation's purpose and service subjects, as stated in Article 48 of the Turkish Civil Code. The Foundation cannot use these powers and incomes for purposes prohibited by the Turkish Civil Code. In this context, it cannot engage in political activities or conduct scientific activities prohibited by law.

ASSETS OF THE FOUNDATION: Article 6. The initial assets of the Foundation consist of 60,000 (SIXTY THOUSAND) Turkish Liras allocated to the foundation by the founders. The initial assets will be used for the foundation's activities after its registration and can be increased by further additions.

ORGANS OF THE FOUNDATION: Article 7. The organs of the Foundation are as follows: a) Board of Trustees b) Board of Directors c) Supervisory Board

BOARD OF TRUSTEES: Article 8. The Board of Trustees of the Foundation consists of 5 real persons whose names are listed in the attached list. In case of a vacancy in the membership of the Board of Trustees due to death, resignation, or any other reason, persons proposed by the Board of Directors and accepted by the Board of Trustees are elected to the vacant memberships. Those who have made significant services and contributions to the Foundation can be admitted to the Board of Trustees by a decision of the Board of Trustees.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES: Article 9. The Board of Trustees is the highest decision-making body of the Foundation. The powers of the Board of Trustees are as follows: a) To elect the Board of Directors, b) To elect the Supervisory Board, c) To discuss and examine the activity report prepared by the Foundation's Board of Directors and the Supervisory Board reports, and to decide on the discharge of the Board of Directors, d) To accept the draft internal regulations of the Foundation to be prepared by the Board of Directors, either as they are or by amending them, e) To accept the annual budget drafts to be prepared by the Board of Directors, either as they are or by amending them, f) To determine whether an attendance fee will be paid to the members of the Board of Directors and Supervisory Board who are not public officials, and if so, to determine the amount, g) To make additions and amendments to the foundation deed when necessary, h) To elect new members of the Board of Trustees, i) To determine the general policies regarding the activities of the Foundation.

TIME OF MEETING AND QUORUM OF THE BOARD OF TRUSTEES: Article 10. The Board of Trustees holds its first meeting within one month following the registration of the foundation and ordinarily meets once a year. It can hold extraordinary meetings upon the necessity seen by the Board of Directors or upon a written request from at least two-fifths (2/5) of the members of the Board of Trustees. In ordinary and extraordinary meetings, topics not included in the announced agenda cannot be discussed. However, in an ordinary meeting, immediately after the formation of the divan, it is possible to add items to the agenda, excluding deed amendments and matters that would impose obligations and responsibilities on the foundation's organs and the foundation, with a written proposal from at least two-fifths (2/5) of those present. The date, place, time, and agenda of the meeting are announced at least 7 (seven) days before the meeting date, either by signature or by using at least one communication tool such as phone, SMS, or e-mail. The Board of Trustees convenes with at least three-fifths (3/5) of the total number of members. If a quorum is not reached, the meeting is held at the same place, on the same day and at the same time one week later. In this second meeting, the quorum cannot be less than two-fifths (2/5) of the total number of members. Decisions in the Board of Trustees are taken by a simple majority of those present at the meeting. In case of a tie, the vote of the chairperson of the divan counts as two votes. The method of voting is decided separately. Each member has one vote. A member who cannot attend the meeting can appoint another member of the Board of Trustees as a proxy. More than one proxy cannot be held by one person. The quorum for decisions regarding amendments, corrections, or additions to the foundation deed is four-fifths (4/5) of the total number of members. Decisions regarding the payment of attendance fees and the acceptance of the annual budget can be taken unanimously. If it is determined that a member of the Board of Trustees has acted contrary to the purposes of the Foundation and the prohibitions specified in this foundation deed, they can be removed from the Board of Trustees membership with the proposal of 2/5 of the total number of members and the decision of 3/5 of the total number of members. The member of the Board of Trustees about whom a decision will be made cannot attend this meeting of the Board of Trustees as a principal or by proxy. To take a decision to remove a member from the Board of Trustees, at least 3/5 of the total number of members must have attended the meeting.

BOARD OF DIRECTORS: Article 11. The Foundation's Board of Directors consists of 3 permanent and 2 substitute members to be elected by the Board of Trustees for a term of two years. At least two of the permanent members of the Board of Directors must be members of the Board of Trustees. It is possible for persons from outside the foundation to be elected to the Board of Directors. At the first meeting of the Board of Directors, a chairman, a vice-chairman, and an accountant member are elected, and duties are assigned. In case a Board of Directors membership ends for any reason before the term expires, a substitute member is called to duty in order. The Board of Directors meets at least once a month. A member of the Board of Directors who does not attend 3 consecutive meetings without a valid excuse is deemed to have withdrawn from this duty. The quorum for the meeting is two-thirds (2/3) of the total number of members, and decisions are taken by a majority of those present. In case of a tie, the chairman's vote counts as two votes. The decisions taken are written in the notary-approved decision book and signed.

DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS: Article 12. The Board of Directors is the administrative and executive body of the Foundation. In this capacity, the Board of Directors: a) Makes and implements all decisions in line with the purpose of the Foundation. b) Ensures the regular and efficient conduct of the foundation's activities in light of the general policies determined by the Board of Trustees. In this context, it prepares the necessary internal regulation drafts and submits them for the approval of the Board of Trustees. c) Carries out the necessary studies regarding the evaluation of the foundation's assets and the acquisition of new financial resources. d) On behalf of the foundation's legal entity, undertakes necessary initiatives and carries out transactions with all real and legal persons in legal, financial, and other matters. e) Appoints a director to the foundation when necessary, provided that their duties, powers, and responsibilities are clearly defined beforehand, and can establish a foundation general secretariat or similar auxiliary units, and can terminate their duties when necessary. f) Determines the personnel to be employed by the foundation, makes their appointments, sets their salaries, and terminates their employment when necessary. g) Decides on the opening and closing of branches and representative offices at home and abroad within the framework of the relevant legislation provisions, and carries out the necessary procedures in this regard. h) Follows and controls the accounting affairs of the foundation, ensures that income-expense statements and balance sheets are prepared at the end of the accounting period and sent to the relevant administration and announced. i) Implements the annual budget approved by the Board of Trustees. j) Carries out the preparatory procedures related to the meetings of the Board of Trustees; k) Submits the foundation's activity report for the period for discharge at the meetings of the Board of Trustees. l) Performs other duties required by the relevant legislation, the foundation deed, and the foundation's internal regulations.

REPRESENTATION OF THE FOUNDATION: Article 13. The Board of Directors represents the Foundation. The Board of Directors may delegate this power of representation to persons who are members of the Board of Directors or not. However, for the foundation to be bound by a legal transaction, a double signature is always required.

SUPERVISORY BOARD: Article 14. The Supervisory Board is an organ established to audit the activities and accounts of the foundation on behalf of the Board of Trustees. The Supervisory Board consists of 3 (three) persons to be elected by the Board of Trustees for a term of two years, either all from within its own members or only one from outside. In addition, 1 (one) substitute member is elected from among the members of the Board of Trustees. In case an original member leaves for any reason, the substitute member is called to duty. The Supervisory Board conducts its examinations on all books, records, and documents. The report to be prepared for the accounting period is submitted to the Board of Directors at least 15 (fifteen) days before the meeting of the Board of Trustees to be sent to the Board of Trustees.

ATTENDANCE FEE: Article 15. The Board of Trustees determines whether an attendance fee or salary will be paid to the members of the Board of Directors and Supervisory Board, excluding public officials, and if so, its amount. The Board of Trustees must make a unanimous decision for the attendance fee.

INCOME OF THE FOUNDATION: Article 16. The income of the Foundation is as follows: a) All kinds of conditional and unconditional donations and aids in accordance with the purpose of the Foundation; b) Income to be obtained from the Foundation's activities and project studies; c) Income to be provided from economic enterprises, partnerships, and ventures; d) Income to be provided from the evaluation of the Foundation's movable and immovable properties and other assets and rights; e) Grants to be received from national and international funds. The income of the Foundation will be kept in a bank account opened in the name of the Foundation and can only be used by the Foundation's Board of Directors in line with the Foundation's purpose.

ALLOCATION AND EXPENDITURE OF FOUNDATION INCOME: Article 17. At least two-thirds (2/3) of the Foundation's annual gross income is used for the purpose of the foundation, and the remaining one-third (1/3) is used for management and overhead expenses, reserves, and investments that increase the foundation's assets. The foundation's income and assets cannot be used for personal purposes in any way. Management and overhead expenses exceeding 1/3 of the Foundation's Initial Assets cannot be made.

AMENDMENT OF OFFICIAL DEED: Article 18. Amendments to the foundation deed are made upon a written proposal from the Board of Directors or at least one-fifth (1/5) of the members of the Board of Trustees, with the approval of at least four-fifths (4/5) of the total number of members of the Board of Trustees.

TERMINATION OF THE FOUNDATION: Article 19. If the Foundation becomes unable to obtain sufficient resources to achieve its purpose and this situation is irremediable, the termination of the foundation may be decided by the Board of Trustees, taking into account the recommendation of the Board of Directors. However, even in this case, it is essential to aim to partially realize the objectives by collecting the foundation's resources by the Board of Trustees and using these assets in a narrower field. In case the Board of Trustees decides on termination, an application is made to the court for liquidation procedures. When the court initiates liquidation procedures, the Board of Trustees acts as the liquidation board. If the court requests the liquidation board to be composed of members other than the Board of Trustees, the Board of Trustees proposes a new board to the court. The termination of the Foundation is possible only with a written proposal from the Board of Directors or three-fifths (3/5) of the total number of members of the Board of Trustees and the approval of four-fifths (4/5) of the total number of members of the Board of Trustees. In case of termination of the Foundation, the assets and rights remaining after the liquidation of debts are transferred to a foundation or organization with the same purpose to be determined by the Board of Trustees.