Name, Logo and Address of the Foundation
Article 1- Name of the Foundation: “Congenital Muscular Dystrophy Foundation”. Its short name is CMDTR. The headquarters of the Foundation is in Istanbul. Address changes can be made within Istanbul with the decision of the Board of Directors. The Foundation can open branches at home and abroad and appoint representatives.
The logo of the Foundation will be determined in the first general assembly. The logo of the Foundation cannot be distributed, sold or used for purposes other than members, without the permission of the Board of Directors.
The Purpose of the Foundation and the Working Subjects and Forms and Field of Activity to be Continued by the Foundation to Achieve This Purpose
Article 2- Purpose of the Foundation; Providing all kinds of financial and moral support for the diagnosis and treatment, scientific studies of congenital muscular dystrophy diseases in Turkey and abroad.
Study Subjects and Formats to be Continued by the Foundation
- To raise public awareness and awareness about congenital muscular dystrophy disease,
- to represent our country on the issue in the international similar meetings, scientific studies done in this field in Turkey and worldwide, research, analysis, encourage publications and material or to be moral support, to reward these efforts,
- In order to achieve the purpose, on the condition that the necessary permissions are obtained, to carry out fundraising activities, to organize campaigns, to accept donations from Turkey and abroad, to accept conditional or unconditional wills,
- Establishing or supporting appropriate research centers or laboratories, clinics, polyclinics and hospitals
- To carry out international activities, to become a member of Foundations or organizations abroad and to cooperate with these organizations for the purpose, to contribute to or assist in campaigns,
- Organizing or participating in scientific conferences, seminars, courses, symposiums, panels, trips, lottery draws, open sessions, fairs, exhibitions, fairs, shows, concerts, sports activities, researches, surveys, studies and congresses to provide purposeful education; inviting researchers, trainers and speakers from abroad when necessary,
- Using purposeful social and digital communication channels; Publishing brochures, catalogs, bulletins, magazines, newspapers, books, establishing a website, broadcasting on radio, TV and internet,
- To carry out joint projects with public institutions and organizations in the fields of their duties, without prejudice to the provisions of the Law No. 5072 on the Relations of Foundations and Foundations with Public Institutions and Organizations, if deemed necessary to achieve the purpose,
- To create platforms to achieve a common goal with other Foundations in the country and abroad or foundations, unions and similar non-governmental organizations in areas that are related to the purpose of the Foundation and are not prohibited by law,
- To establish and operate economic, commercial and industrial enterprises in order to obtain the necessary revenues, provided that the necessary permissions are obtained for the realization of the purpose,
- If deemed necessary to achieve the purpose, to establish a foundation, to establish a federation or to join an established federation, to establish facilities that Foundations can establish with the necessary permission,
- Opening branches and representative offices where deemed necessary,
- To open training centers suitable for its purpose,
- Establishing a fund to meet the needs of the members of the Foundation, such as food, clothing, and short-term loan needs with other goods and services,
- To acquire, rent, operate or sell movable and immovable property in order to carry out works in line with its purpose,
- To form groups, committees and commissions related to the field of activity of the Foundation, to support the work of the commission
- To organize various events, campaigns, competitions, to cooperate with the press and media organs,
Foundation’s Field of Activity
The Foundation operates in the fields of science, health, education, law and social at home and abroad in order to achieve its goal.
Membership Conditions and Membership Procedures
Article 3- Every natural and legal person who has the capacity to act and who accepts the aims and principles of the Foundation and agrees to work in this direction and who meets the conditions stipulated by the legislation has the right to become a member of this Foundation. However, having the right to settle in Turkey to be a member of the foreign real persons in need. This condition is not required for honorary or advisory board membership. No dues are charged from honorary members and advisory board members.
FOUNDER MEMBER: It refers to the persons who take part in the official establishment of the Foundation, who are involved in the determination of the necessary intellectual, physical and document and the persons to be invited to the Foundation, and the realization of the invitations.
MAIN MEMBER: It is the member who has undertaken all the obligations required by the membership of the Foundation and benefits from the responsibility of membership. To be a candidate for any position and to vote, provided that the rights of the member include the necessary conditions; Its obligations include the principles of attending private and general meetings, paying dues on time, making the necessary effort depending on the purpose and service issues, and maintaining the positive image of the Foundation in the society.
HONORARY MEMBER: It is given by the Board of Directors to those who have made great service in Congenital Muscular Dystrophy with their work and assistance as a sign of honor and honor. These members can attend the General Assembly meetings and speak to speak, but they do not have the right to vote.
The membership application to be made in writing to the chairman of the Foundation is decided by the Board of Directors of the Foundation within thirty days at the most as acceptance or rejection of the request and the result is notified to the applicant in writing. The member whose application is accepted is recorded in the book to be kept for this purpose.
The principal members of the Foundation are the founders of the Foundation and those who have been accepted as members by the Board of Directors upon their application.
Those who have provided significant financial and moral support to the Foundation can be accepted as honorary members with the decision of the Board of Directors.
When the branch of the Foundation is opened, the membership records of those registered at the headquarters of the Foundation are transferred to the branches. New membership applications are made to the branch. Membership acceptance and removal from membership are made by the branch board of directors and notified to the Headquarters in a letter within a maximum of thirty days.
Article 4- Each member has the right to leave the Foundation, provided that they notify in writing.
As soon as the resignation petition of the member reaches the board of directors, the exit procedures are deemed to be completed. Leaving membership does not end the accumulated debts of the member to the Foundation.
Death of the member: Membership ends with the death of the member.
Dismissal from Membership
Article 5- Conditions requiring dismissal from Foundation membership.
- Behaving against the charter of the Foundation,
- Avoiding the given duties constantly,
- Failing to make a correct statement in the membership form,
- Failing to comply with the decisions made by the Foundation’s bodies.
- Indifference to the purpose and service issues of the Foundation,
- Losing the right to become a member of Foundations and acting contrary to the provisions of the Articles of Foundation and the resolutions of the General Assembly and Board of Directors,
- Taking legal actions on behalf of the Foundation even though it is not authorized and placing the Foundation under debt and liability,
- To take actions and actions that make it difficult and prevent the realization of the purpose of the Foundation,
- Not paying the annual fee within the first 3 months of the new year (until April 1 of each year) despite written warnings
- To prevent the activities of the Foundation or to make words that damage the reputation of the Foundation, to make written statements or other acts,
- Having lost the conditions of being a member,
The dismissed member may make a written objection to the General Assembly through the Board of Directors of the Foundation within fifteen (15) days, starting from the notification date, against the decision notified to him. The objection is discussed and resolved at the first General Assembly Meeting. The rights and obligations of the member continue until the objection is resolved.
If the member does not object in due time or the objection is rejected at the General Assembly, the Board of Directors of the Foundation deletes the registration of the member in the “Member Registry”. The dismissed member reserves the right to apply to the court against the decision taken within one (1) month starting from the date of the General Assembly.
The Board of Directors of the Foundation may apply for legal remedies if all the debts of the members who left or been removed from the deceased member are not paid.
In the event that any of the situations listed above is determined, he / she can be dismissed by the decision of the Board of Directors.
Those who leave or are removed from the Foundation are deleted from the member registry and cannot claim any rights on the assets of the Foundation.
Bodies of the Foundation
Article 6- The organs of the Foundation are shown below.
- General Assembly,
- Board of Directors,
- Supervisory Board,
- Ethics Committee
Establishment Form, Meeting Time and Method of Call and Meeting of the General Assembly of the Foundation
Article 7- The General Assembly is the most authoritative decision-making body of the Foundation; From members registered to the Foundation; It consists of the natural delegates of the branch and the delegates elected by the members registered in the branch.
1-Ordinary at the time specified in this regulation,
2- It convenes extraordinarily within thirty days when deemed necessary by the Board of Directors or the Board of Auditors or upon the written request of one fifth of the members of the Foundation.
The Ordinary General Assembly convenes once every 3 years, in December, on the day, place and time to be determined by the Board of Directors.
The General Assembly is invited to the meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to a meeting; Upon the application of one of the members, the magistrate appoints three members to convene the general assembly.
The Extraordinary General Assembly Meeting is held according to the methods and principles of the ordinary General Assembly Meeting and only the issue that caused the meeting is discussed and a decision is made.
The Board of Directors arranges the list of members who have the right to attend the general assembly according to the Foundation’s charter.
Members who have the right to participate in the General Assembly are invited to the meeting at least fifteen days in advance, by announcing the date, time, place and agenda in a newspaper or notifying them in writing or by e-mail.
In this call, if the meeting cannot be held due to the lack of majority, the day, time and place of the second meeting are also stated. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days. If the meeting is postponed for any reason other than lack of quorum, this situation is announced to the members in accordance with the procedure of the call for the first meeting, stating the reasons for adjournment. The second meeting must be held within six months at the latest from the date of adjournment. The members are invited to the second meeting according to the principles stated in the first paragraph. The general assembly meeting cannot be postponed more than once.
The General Assembly convenes with the participation of the absolute majority of the members who have the right to participate, and with the participation of two thirds in case of a change in the statute and the dissolution of the Foundation; In case the meeting is postponed due to lack of majority, majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the Board of Directors and Supervisory Boards.
The list of members entitled to attend the General Assembly is made available at the meeting place. Identity documents issued by the official authorities of the members who will enter the meeting venue are checked by the members of the Board of Directors or the officials assigned by the Board of Directors. Members enter the meeting place by signing against their names in the list prepared by the board of directors.
If the quorum for the meeting is met, the situation is determined with a report and the meeting is opened by the chairman of the board of directors or one of the board members to be appointed. If the meeting quorum cannot be achieved, a minute is drawn up by the board of directors.
After the opening, a council committee is formed by electing a chairman and a sufficient number of vice chairmen and clerks to manage the meeting.
During the voting to be held for the election of the organs of the Foundation, the voting members must show their identity cards to the council committee and sign their names on the ready-made flour list.
The management and security of the meeting belongs to the chairman of the council.
Only the items on the agenda are discussed in the General Assembly. However, it is compulsory to include the issues requested in writing by one tenth of the members present at the meeting to the agenda.
Each member has one voting right in the General Assembly; the member must use the game personally.
Honorary members or advisory board members can attend general assembly meetings but cannot vote. If the legal person becomes a member, the Chairman of the Board of Directors of the legal person or the person appointed by the representative votes.
The topics discussed and the decisions taken at the meeting are written in a minute and signed together by the chairman of the council and the clerks. At the end of the meeting, the minutes and other documents are delivered to the Chairman of the Board of Directors. The Chairman of the Board of Directors is responsible for protecting these documents and submitting them to the newly elected Board of Directors within seven days.
Voting and Decision Making Procedures and Methods of the General Assembly
Article 8- In the General Assembly, unless otherwise decided, voting is made openly. In open voting, the method specified by the Chairman of the General Assembly is applied.
In case of secret voting, the papers or ballot papers sealed by the chairman of the meeting are thrown into an empty container after the members have done the necessary and after the end of the voting, the result is determined by making an open breakdown.
General Assembly decisions are taken by the absolute majority of the members attending the meeting. In so far, decisions to change the statute and dissolve the Foundation can only be taken with the majority of two-thirds of the members attending the meeting.
Decisions Taken Without Meeting or Call
Decisions taken with the written participation of all members without coming together and the decisions taken by all members of the Foundation without complying with the call procedure written in this regulation are valid. Making decisions in this way does not replace a regular meeting.
Duties and Powers of the General Assembly
Article 9- The issues written below are discussed and resolved by the general assembly.
1-Election of Foundation bodies,
2-Changing the bylaws of the Foundation,
3-Discussion of the reports of the Board of Directors and Supervisory Boards and release of the Board of Directors,
4- Discussing and accepting the budget prepared by the Board of Directors as it is or after amendment,
5-Inspection of other organs of the Foundation and their dismissal for just cause when deemed necessary,
6-Examination and decision of the objections made against the decisions of the board of directors regarding the rejection of membership or dismissal,
7- Authorization of the board of directors to purchase immovable property required for the Foundation or to sell existing immovable properties,
8-Examining the regulations to be prepared by the Board of Directors regarding the activities of the Foundation and approving them as they are or by amending them,
9- Determining the wages and all kinds of allowances, travel expenses and compensations to be paid to the chairman and members of the Board of Directors and Supervisory Boards of the Foundation who are not public officials, and the amount of daily and travel allowances to be given to the members who will be assigned for the services of the Foundation,
10-Deciding on the Foundation’s participation in and leaving the federation,
11-Deciding to open branches of the Foundation and authorizing the Board of Directors to carry out transactions related to the branch decided to be opened,
12-Making decisions about the proposals made by the board of directors for the Foundation to engage in international activities, to join or leave the Foundations and organizations abroad,
13-Establishing a foundation by the Foundation,
14-Termination of the Foundation,
15-Examining and resolving other suggestions of the Board of Directors,
16-Performing the works that have not been given to another body of the Foundation as the most authorized body of the Foundation and using the powers,
17-Fulfillment of other duties specified in the legislation by the General Assembly,
Organization, Duties and Powers of the Board of Directors
Article 10- The Board of Directors is elected by the General Assembly as five original and five substitute members, elected for a three-year term.
In its first meeting after the election, the Board of Directors determines the chairman, vice chairman, secretary, accountant and member by distributing the duties with a decision.
The Board of Directors may be called for a meeting at any time provided that all members are informed. It meets with the presence of one more than half of the total number of members. Decisions are taken with the absolute majority of the total number of members attending the meeting.
If there is a vacancy in the full membership of the Board of Directors due to resignation or other reasons, it is obligatory to call the substitute members for duty according to the order of the majority of the votes they received in the general assembly.
Duties and Powers of the Board of Directors:
The Board of Directors fulfills the following matters.
1-Representing the Foundation or authorizing one of its members or a third party in this regard,
2-Carrying out transactions regarding income and expense accounts and preparing the budget for the next period and submitting it to the general assembly,
3-Preparing the regulations regarding the activities of the Foundation and submitting it to the approval of the general assembly,
4-With the authorization given by the General Assembly, to purchase immovable property, to sell movable and immovable properties belonging to the Foundation, to have buildings or facilities built, to make a lease agreement, to establish pledged mortgages or real rights in favor of the Foundation,
5-To ensure that the procedures related to opening branches are carried out with the authority given by the General Assembly
6-Ensuring that the branches of the Foundation are audited,
7-To open representative offices where deemed necessary,
8-To implement the decisions taken at the General Assembly,
9-At the end of each activity year, to prepare the Foundation’s business account table or balance sheet and income statement and the report explaining the work of the Board of Directors, and to present it to the General Assembly when it convenes,
10-To ensure the implementation of the budget,
11-Deciding on recruiting or dismissing members from the Foundation,
12-To take all kinds of decisions within the scope of his / her authority in order to realize the purpose of the Foundation
13- Performing other duties assigned by the legislation and using the powers,
Organization, Duties and Powers of the Supervisory Board
Article 11- The Supervisory Board is elected by the general assembly as three original and three substitute members.
If there is a vacancy in the full membership of the Supervisory Board due to resignation or other reasons, it is obligatory to call the substitute members for duty according to the order of the majority of the votes they received in the general assembly.
Duties and Powers of the Supervisory Board:
Supervisory Board; It checks whether the Foundation operates in line with the work subjects specified to be carried out in order to achieve the purpose and purpose indicated in its statute, whether the books, accounts and records are kept in accordance with the legislation and the Foundation’s bylaws, according to the principles and procedures determined in the bylaws of the Foundation and at intervals not exceeding one year, and It submits it to the board of directors in a report and to the general assembly when it convenes.
The Supervisory Board calls the General Assembly for a meeting when necessary.
Organization, Duties and Powers of the Ethics Committee
Article 12- The Ethics Committee consists of three principal and three substitute members elected by the General Assembly by open vote. Board members elect one of them as chairman.
The Ethics Committee examines and investigates the complaints about the members of the Foundation sent by the Board of Directors, takes the written and, when necessary, verbal defense of the accused member, and finally takes a decision. Decisions take the form of acquitting the member or imposing disciplinary action. Ethical penalties include written warning, written reprimand, and termination of membership.
Ethical penalties are decided by the Board of Directors.
The duties of the ethics committee are determined in detail with a directive.
Organization, Duties and Powers of the Advisory Board
Article 13- The Advisory Board consists of 5 members determined by the board of directors. Members of the Advisory Board are elected for a three-year term by the board of directors with a decision of the board of directors after the elected general assembly. The Advisory Board provides opinions and recommendations to the board of directors on strategy and scientific activities in line with the charter and objectives of the Foundation. The Board of Directors takes into account the opinions and recommendations given by the Advisory Board.
The Advisory Board chooses a chairman at its first meeting. The board convenes at least twice a year upon the call of the chairman, and when necessary, upon the request of the board of directors; With the absolute majority of the members attending the meeting, it takes decisions in the nature of consultation and notifies the Board of Directors verbally or in writing.
The Advisory Board submits oral or written opinions upon the request of the Board of Directors on matters that require specific knowledge and experience regarding the activity and purpose of the Foundation, and provides the necessary intellectual support to ensure the conduct and development of the activities of the Foundation.
Income Sources of the Foundation
Item 14- The income sources of the Foundation are listed below.
- Membership fee: Entrance fee and annual dues to be collected from members are determined by the Board of Directors every year. This amounts to increase or decrease the general meeting is authorized,
- Branch dues: 50% of the member dues collected by the branches to cover the general expenses of the Foundation are sent to the head office every six months.
- Donations, testaments and aids made by domestic and foreign real and legal persons to the Foundation at their own request,
- Income from activities such as tea and dinner meetings, travel and entertainment, representation, concerts, social events, sports competitions and conferences organized by the Foundation,
- Income obtained from the assets of the Foundation,
- Donations and aids to be collected in accordance with the provisions of the legislation on aid collection,
- Income obtained from the commercial activities that the Foundation undertakes in order to obtain the income it needs to achieve its purpose,
- Project revenues,
- Interest earnings of money in bank accounts, donated work income, sales left to the Foundation,
- Other income.
Bookkeeping Principles and Procedures of the Foundation and the Books to be Kept
Article 15- Bookkeeping principles;
The Foundation is to keep account books according to the principles. However, if the annual gross income exceeds the limit specified in Article 31 of the Foundations Regulation, a book is kept on the basis of the balance sheet starting from the following accounting period.
In case of transition to the balance sheet basis, if the limit is below the above mentioned limit in two consecutive accounting periods, the operating account principle can be returned from the following year. Regardless of the limit stated above, a book can be kept on the basis of the balance sheet with the decision of the Board of Directors.
In case of opening a commercial enterprise of the Foundation, a separate book is kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
The books and records of the Foundation are kept in accordance with the principles and procedures specified in the Foundations Regulation.
Notebooks to be kept
The following books are kept in the Foundation.
- a) The books to be kept on the basis of the business account and the principles to be followed are as follows:
1-Decision Book: The decisions of the board of directors are written in this book in order of date and number, and the decisions are signed by the members attending six meetings.
2-Member Registration Book: Identity information of the members of the Foundation, their entry and exit dates are recorded in this book. Entrance and annual dues paid by the members can be recorded in this book.
3-Document Registry: Incoming and outgoing documents are recorded in this book with their date and sequence number. The original copies of incoming documents and outgoing documents are filed. Documents received or sent via electronic mail are stored by printing them out.
4-Fixture Book: The date and form of acquisition of the fixtures belonging to the Foundation, the places where they are used or given, and the deduction of those who have expired are recorded in this book.
5-Business Account Book: Incomes and expenses made on behalf of the Foundation are clearly and regularly recorded in this book.
6-Receipt Document Registry: The serial and sequence numbers of the receipt documents, the names, surnames and signatures of those who received and returned these documents, and the dates they received and returned are recorded in this book.
- b) The books to be kept on the basis of the balance sheet and the principles to be followed are as follows:
1- The books recorded in subparagraphs 1, 2, 3 and 6 of subparagraph (a) are also kept in case of keeping books on the basis of balance sheet.
2-Journal, General Ledger and Inventory Book: The method of keeping these books and the way they are registered are made in accordance with the Tax Procedure Law and the General Communiqués on Accounting System Application issued pursuant to the authority granted by this Law to the Ministry of Finance.
Approval of Books
The books that must be kept in the Foundation are certified by the provincial Foundations directorate or notary before they start to use. These books are continued to be used until their pages are finished and intermediate approvals are not made. However, the books kept on the basis of the balance sheet and the books with form or continuous form sheets must be re-certified every year in the last month preceding the year in which they will be used.
Income Statement and Balance Sheet Preparation
In case of keeping records on the basis of business account principle, “Operation Account Table” (specified in the Foundations Regulation Appendix-16) is prepared at the end of the year (31 December). In case of keeping books on the basis of the balance sheet, at the end of the year (31 December), the balance sheet and income statement is prepared based on the General Communiqués on Accounting System Application published by the Ministry of Finance.
Foundation’s Income and Expense Transactions
Article 16- Income and expense documents;
Foundation revenues are collected with a “Certificate of Receipt” (whose sample is available in the Foundations Regulation, Appendix-17). In case the Foundation’s income is collected through banks, documents such as account document (receipt) or account statement issued by the bank replace receipt.
Foundation expenditures are made with expenditure documents such as invoices, retail sales receipts, and self-employment receipts. However, an expense slip according to the provisions of the Tax Procedure Law for the payments of the Foundation within the scope of Article 94 of the Income Tax Law, and an “Expense Receipt” for payments that are not included in this scope (whose sample is available in the Foundations Regulation Appendix-13).
Free goods and services deliveries to be made by the Foundation to individuals, institutions or organizations are made with the “In-Kind Aid Delivery Document” (whose sample is found in the Foundations Regulation, Appendix-14).
Free goods and services deliveries to be made by persons, institutions or organizations to the Foundation are accepted with the “In-Kind Donation Receipt Document” (whose sample is available in the Foundations Regulation Appendix-15).
The “Receipt Documents” (in the format and size shown in the Foundations Regulation Appendix-17) to be used in the collection of the Foundation income are printed in the printing house by the decision of the Board of Directors.
The issues related to the printing and control of the receipt documents, their receipt from the printing house, their recording in the book, the handover between the old and new accountants and the receipt document and the use of these receipt documents by the person or persons who will collect income on behalf of the Foundation and the relevant provisions of the Foundations Regulation. .
Licence of authorization
The person or persons who will collect income on behalf of the Foundation are determined by the decision of the Board of Directors, specifying the period of authorization. The “Authorization Certificate” containing the clear identity, signature and photographs of the persons who will collect income (whose sample is available in the Foundations Regulation Appendix-19) is prepared in three copies by the Foundation and approved by the Chairman of the Board of Directors of the Foundation. A copy of the Certificate is given to Foundations units. Changes regarding the authorization certificate are notified to the Foundations unit within fifteen days by the Chairman of the Board of Directors.
Persons who will collect income on behalf of the Foundation can start to collect income only after a copy of the authorization documents issued in their name is given to the unit of the Foundation.
Regarding the use, renewal, return and other issues of the authorization certificate, the relevant provisions of the Foundations Regulation are followed.
Storage Period of Income and Expense Documents
Except for the books, the receipt documents, expense documents and other documents used by the Foundation are kept for 5 years in accordance with the number and date order in the books they are recorded, without prejudice to the periods specified in special laws.
Submission of a Declaration
Article 17- After the approval of the Foundation’s Board of Directors regarding the activities of the previous year and the results of the income and expenditure transactions as of the end of the year (presented in the Foundations Regulation, Appendix-21), the president of the Foundation will be sent by the president of the Foundation within the first four months of each calendar year given to the relevant local authority.
Article 18- Notifications to be made to the local authority;
General Assembly Result Notification
Within thirty days following the ordinary or extraordinary general assembly meetings, the “General Assembly Result Notification” and its attachments (presented in Annex-3 of the Foundations Regulation) including the principal and alternate members elected to the board of directors and supervisory boards and other organs, and its attachments, are notified to the relevant administrative authority by the Chairman of the Board of Directors. :
General assembly result notification;
1-A copy of the minutes of the general assembly meeting signed by the chairman, vice presidents and the clerk,
2-If the statute has been amended, each page of the new and old version of the changed articles of the statute and the final version of the Foundation’s bylaws signed by the Board of Directors are attached.
Declaration of Immovables
The immovables acquired by the Foundation are notified to the local administrative authority by filling out the Immovable Property Declaration (presented in the Foundations Regulation, Appendix-26) within thirty days from the registration to the land registry.
Notice of Getting Help Abroad
In the event that assistance is to be received from abroad by the Foundation, they fill in the “Notice for Receiving Aid from Abroad” in two copies (stated in the Foundations Regulation Appendix-4) and notify the local administrative authority.
A copy of the decision of the board of directors to receive aid from abroad, if any, the protocol, contract and similar documents issued in this regard, and a copy of the account document (receipt) of the account to which the aid is transferred, extra and similar documents are also attached to the notification form.
It is obligatory to receive cash aids through banks and to fulfill the notification requirement before they are used.
Notification Regarding Joint Projects Carried Out With Public Institutions and Organizations
The protocol and the sample of the project (shown in the Foundations Regulation Appendix-23) regarding the joint projects carried out with the public institutions and organizations on the subjects related to the field of duty of the Foundation are attached to the “Project Notification” and submitted to the governorship of the place where the Foundation’s headquarters is located within one month after the protocol date.
Notification of Changes
“Settlement Change Notification” (stated in Foundations Regulation Appendix-24); Changes occurring in the organs of the Foundation other than the general assembly meeting (stated in the Foundations Regulation, Appendix-25) are notified to the local administrative authority within thirty days following the change by filling the “Notification of Change in Foundation Bodies”.
Amendments made in the charter of the Foundation are also notified to the local administrative authority within thirty days following the general assembly meeting in which the statute amendment was made, attached to the general assembly result notification.
Internal Audit of the Foundation
Article 19- Internal audit may be conducted by the General Assembly, the Board of Directors or the Audit Board, as well as by independent audit institutions. The fact that an audit has been carried out by the General Assembly, Board of Directors or independent audit institutions does not eliminate the obligation of the supervisory board.
The Foundation is audited by the Supervisory Board once a year at the latest. The General Assembly or the Board of Directors may conduct audits when deemed necessary or have independent auditing firms make audits.
Foundation’s Borrowing Procedures
Article 20- The Foundation can borrow money with the decision of the board of directors, if needed, in order to achieve its purpose and to carry out its activities. This borrowing can be in the purchase of goods and services on credit or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the Foundation’s income sources and in a nature that will make the Foundation difficult to pay.
Establishment of the Foundation’s Branches
Item 21- The Foundation can open branches where deemed necessary by the decision of the general assembly. For this purpose, the board of founders of at least three persons authorized by the board of directors of the Foundation submits the branch establishment declaration and the necessary documents specified in the Foundations Regulation to the highest administrative authority of the place where the branch will be opened.
Duties and Powers of Branches
Article 22- Branches are the internal organization of the Foundation, which are not legal entities, are authorized to carry out autonomous activities in line with the purpose and service subjects of the Foundation, and are responsible for their receivables and debts arising from all their transactions.
Provisions Applicable to the Organs of Branches and Branches
Article 23- The organs of the branch are the General Assembly, the Board of Directors and the Supervisory Board. The General Assembly is composed of branches of registered members. The Board of Directors is elected by the Branch General Assembly as five original and five alternate members, and the Board of Auditors as three original and three substitute members.
The duties and powers of these bodies and other provisions regarding the Foundation included in this charter are also applied to the Branch within the framework stipulated by the legislation.
Meeting Time of the General Assemblies of the Branches and How to be Represented at the Headquarters General Assembly
Article 24- The branches are obliged to finish their ordinary general assembly meetings at least two months before the general meeting of the headquarters.
The ordinary general assembly of the branches convenes every 3 years, in September, on the day, place and time to be determined by the board of directors of the branch.
Branches are obliged to notify a copy of the general assembly result declaration to the local administrative authority and the headquarters of the Foundation within thirty days following the date of the meeting.
Branches, up to three branches, with the direct participation of all members in the headquarters general assembly, and if the number of branches is more than three, one (1) for every ten (10) members registered in the branch, one among these members if the number of remaining members is more than 5. has the right to attend the headquarters general assembly through delegates to be elected at the branch general assembly
Delegates elected at the last branch general assembly attend the headquarters general assembly. Headquarters management and supervisory board members attend the headquarters general assembly, but they cannot vote unless they are elected as a delegate on behalf of the branch.
Those in charge of the management or supervisory board of the branches leave their duties in the branch when they are elected to the headquarters management or supervisory board.
Article 25- The Foundation may open representation offices by the decision of the board of directors in order to carry out the activities of the Foundation where it deems necessary. The address of the representation is notified in writing to the local administrative authority by the person or persons appointed as a representative by the decision of the board of directors. Representatives may not be represented in the General Assembly. Branches cannot open representation offices.
How to Change the Statute
Article 26- The regulation change can be made with the decision of the general assembly.
A majority of 2/3 of the members who have the right to attend and vote in the general assembly is required in order to make a change in the charter. In case the meeting is postponed due to lack of majority, majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and auditors.
The majority of decisions required for the amendment of the charter is 2/3 of the votes of the members who attend the meeting and have the right to vote. By-laws change voting is made openly in the General Assembly.
Termination of the Foundation and Liquidation Method of Assets
Item 27- The General Assembly can always decide to dissolve the Foundation.
In order to discuss the termination issue in the General Assembly, 2/3 majority of the members who have the right to participate and vote in the General Assembly are required. In case the meeting is postponed due to lack of majority, majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and auditors.
The majority of decision required for the termination decision is 2/3 of the votes of the members attending the meeting and having the right to vote. Decision of termination voting is made openly in the General Assembly.
When the dissolution decision is taken by the General Assembly, the liquidation of the money, property and rights of the Foundation is carried out by the liquidation committee consisting of the members of the last board of directors. These procedures are started from the date when the decision of the general assembly regarding dissolution is taken or the automatic termination is finalized.
The term “Congenital Muscular Dystrophy Foundation in Liquidation” is used in the name of the Foundation in all transactions during the liquidation period.
The liquidation committee is in charge and authorized to complete the liquidation of the Foundation’s money, property and rights from the beginning to the end in accordance with the legislation. This board first examines the Foundation’s accounts. During the examination, the books, receipts, expenditure documents, title deeds, bank records and other documents of the Foundation are determined and their assets and liabilities are recorded in a report. During the liquidation process, the creditors of the Foundation are called and their assets, if any, are converted into cash and paid to the creditors. If the Foundation is creditor, the receivables are collected. After the collection of the receivables and the payment of the debts, all the remaining money, property and rights are transferred to the place determined in the general assembly. At the General Assembly,
All transactions related to the liquidation are shown in the liquidation report and the liquidation procedures are completed within three months, except for the additional periods given by the local administrative authorities for a just cause.
Following the completion of the liquidation and transfer procedures of the money, property and rights of the Foundation, the liquidation committee must notify the local administrative authority of the location of the Foundation’s headquarters in a letter within seven days and attach the liquidation report to this letter.
Members of the last board of directors are responsible for keeping the books and documents of the Foundation in the capacity of the liquidation committee. This duty can be conferred to a board of member too. These books and records must be kept for five years.
Lack of Provision
Article 28- The Law on Foundations, the Turkish Civil Code and the Foundations Regulation issued in reference to these laws and the provisions of other relevant legislation on Foundations shall apply for matters not specified in this charter.
Temporary Article 1
The members of the temporary board of directors, who will represent the Foundation and will carry out the works and transactions related to the Foundation, are listed below until the Foundation bodies are formed in the first general assembly.
The members of the Temporary Board of Directors;
- Onur Gökhan Çakır – Chairman of the Board – TC
- Selin Çakır – Member – TC
- Ali Alper İnuğur – Member – TC
- Deniz Özdöl – Member – TC
- Hilal Köşük – Member – TC
- Ceren Kaya – Member – TC
- Burak Kaya – Member – TC
This regulation consists of 28 (Twenty-eight) articles and 1 (One) provisional article.