Articles of Foundation

Foundation

ARTICLE 1 – Turkish Armed Forces Foundation was founded according to the Law no. 3388 and dated 17.6.1987.

Headquarters of the Foundation

ARTICLE 2 – The headquarters of foundation is in Ankara. Its place of residence is Paris Caddesi Yazanlar Sokak No: 4 Kavaklıdere Çankaya-ANKARA. Its place of residence may be changed by the decision of Board of Trustees.

Purpose of the Foundation

ARTICLE 3 – Its purpose is to provide moral and material support of our Nation in order to make contribution to the enhancement of the war establishment of the Turkish Armed Forces by means of developing our national war industry, establishing new war industry areas and procuring armaments, tools and materials.

Accomplishment of the Purpose

ARTICLE 4 – To achieve its purpose, the Foundation may:

Buy and sell real estate in accordance with the relevant legislation. Appropriate and rent the movable goods, assets by means of will, grant, testamentary disposition or purchase. Sell or rent those appropriated. Use one or more real estates including in the foundation’s assets or their incomes in investments. Save the incomes of the estates and assets appropriated, moneys of which the foundation has possession, through all kind of legal ways. Establish companies and manage them and also participate in those available. Buy and sell shares, dividend shares, obligations, share warrants, income warrants of foreign or local companies or one or more composite companies. Accept all kind of donations and legacies, suitable for the purpose of the Foundation.

Cooperate with the Foundations, institutions and organizations, similar to the purpose of the Foundation.

Make short or long-term agreements with them.

Hand over the facilities and organizations completed by its income or assets into the possession of the management of the Turkish Armed Forces.

Accept rights such as usufruct and residence right for immovable and incorporeal rights for property.

The Foundation may make all operations, contracts or undertakings which are necessary for achieving its purpose and also not forbidden by the relevant legislation and also take decisions.

It may conduct or give undertakings for the activities of dealership, representation, agency (including the insurance). 

Additionally, the Foundation may get involved in the international and local fair – exhibition-symposium- congress and demonstration activities for its purposes.

Assets of the Foundation

ARTICLE 5 – The assets of the foundation is composed of 1 Million TL allocated to the Foundation by the Law no. 3388 and dated 17.6.1987 together with the properties of the Land, Naval and Air Force Support Foundations, cash on hand, all kind of rights, receivables and debts, all kind of donations and supports to be made to the Foundation and also the incomes obtained from the activities of the Foundation.

Incomes and Expenses of the Foundation

ARTICLE 6 – The Foundation’s incomes are all kind of incomes to be obtained from its assets and activities, donations, legacies and supports and also rights and bequests having financial value as financial, real and properties. 

The Foundation’s expenses are made according to the annual budget. The Foundation Management is obliged to spend and allocate 20% of its gross income obtained within the year to the Management and Maintenance costs, reserves and also investments which will increase its assets and the remaining 80% to the Foundation’s purposes. The accounting and budget year of the Foundation is calendar year.

Bodies of the Foundation

ARTICLE 7 – The bodies of the Foundation are shown below.

a) President of Foundation

b) Board of Trustees

c) Board of Directors

d) General Directorate

President of the Foundation

ARTICLE 8 – The President of Foundation and Board of Trustees is the President of the Republic of Turkey. The Foundation is represented by the President. The registration of foundation is provided by the President of Foundation in accordance with the provisions of Civil Code.

The President of Foundation may transfer his/her authorities to The President of Board of Directors.

Board of Trustees

ARTICLE 9 – Board of Trustees is the highest decision-making body.

The Board of Trustees is composed of the President of the Republic of Turkey, the Vice President of the Republic of Turkey appointed by the President of the Republic of Turkey,  the Minister of National Defence, Commader of Turkish Armed Forces and President of Defence Industries 

Duties and Authorities of the Board of Trustees

ARTICLE 10 –   The duties and authorities of The Board of Trustees are followings:

a) To select the president and the members of Board of Directors, to determine their duties, authorities, responsibilities, duty periods and fees to be paid, to discharged them when required. 

b) To assign the General Manager of Foundation, to select the auditor/s for one year who will audit the Board of Directors and the General Directorate of Foundation,

c) To discuss and examine balance sheet, income and expenditure account, annual report and annual programs, to accept them exactly or by changing. 

d) To make changes the articles of foundation when required

e) To organize activities of the Board of Directors and the General Directorate through the Regulations.

f) To take resolutions on mattters such as purchasing movable assets,  making new investment, establishing new company, becoming a partner to a company, to make a new issue of capital to owned company; in amounts that exceed 1/3 of the annual income according to the latest balance sheet of the Foundation, selling all kind of movable and immovable assets and rights that the foundation have owned in the beginning and acquied subsequently or changing with more useful one.

g) To decide opening branches and agencies inside and outside of Turkey.  

h) To carry out all kind of operations and activities which will gain favor to the Foundation and are suitable for its purpose, to determine the general politics of foundation.

Meeting and Quorum of the Board of Trustees

ARTICLE 11 – The Board of Trustees gathers at least once a year by majority under the presidency of the Foundation President and takes decision by majority. In case of equality of votes,  majority is ensured in the direction of the President’s vote 

Delegation of Authority

ARTICLE 12 – The Board of Trustees may perform its duties stated in the article of duties and also transfer a part of these duties to the Board of Directors by determining its limits.

Board of Directors

ARICLE 13 –  Board of Directors is the executive body of the foundation.

The Board of Directors of the Foundation consists of minimum three,  maximum seven members elected by the Board of Trustees.

Duties, Authorities and Responsibilities of the Board of Directors

ARTICLE 14 – The duties, authorities and responsibilities of the Board of Directors are followings:

a) To ensure that the Foundation can achieve its purposes; to accept donations, legacies and grants suitable for its purpose, to rent, lease out, operate all kind of properties and have them operated, 

b)  To prepare the stratejic plan of foundation.

c)  To prepare budget, financial reports and annual report of foundation and to submit  them to the approval of the Board of Trustees. 

d) To provide the necesary support within facilities for meeting Turkish General Staff and the Service Commands needs in the scope of the law of establishment

e) To take resolutions on mattters such as purchasing movable assets,  making new investment, establishing new company, becoming a partner to a company, to make a new issue of capital to owned company; in amounts that up to 1/3 of the annual income according to the latest balance sheet of the Foundation, selling all kind of movable and immovable assets and rights that the foundation have owned in the beginning and acquied subsequently or changing  with more useful one.

f) To determine the member of Board of Directors who will act on behalf the foundation in the subsidiaries and affiliates of foundation and to submit them to the approval of the President of Board of Trustees. 

g) To determine persons who will attend on behalf of the foundation to the General Assembly Meeting of the subsidiaries and affiliates of foundation.  

h) To designate persons who authorized to represent and bind the Foundation, to set  signatory circular of  their representation and binding authorities and spending limits 

i) When required, to found provisional or constant scientific and technical committees or working groups in order that the Foundation can realize its purpose and also to make researches done,

j) To assign the Deputy General Managers, Divisions Presidents, Regional Representatives, Directors, Branch Managers and Legal Advisers,

k) To determine the Foundation’s personnel need and cadre, to specify fees to be paid for these personnel and also when required, to discharge them according to the provisions of legislation,

l) To represent the Foundation as an authorized body to compromise, release and arbitration in lawsuit and legal proceedings, and to appoint a representative for this purpose,

m) To carry out all transactions that are not explicitly prohibited with the relevant laws or with this Foundation Act.

n) To prepare instructions to determine the working principles of the General Directorate in accordance with the Regulation put into effect by the Board of Trustees and to put into practice the instructions to be prepared by the General Directorate.

o) If necessary, to transfer its duties and authorities to the General Manager by determining its limits,

p) To fulfill the special authories and duties to be given by the Board of Trustees

Meeting and Quorum of the Board of Directors

ARTICLE 15 – The Board of Directors gathers at least once every two months by majority and takes decision by majority. In case of equality of votes,  majority is ensured in the direction of the Chairman’s vote. The Chairman and members cannot refrain from a vote.

General Directorate 

ARTICLE 16 – The General Directorate is the executive body of the Foundation and is responsible for the implementation of the decisions of the Board of Trustees and the Board of Directors and for the purpose of carrying out the Foundation's activities in a proper manner.

Assignment, Duties and Authorities of the General Director of Foundation

ARTICLE 17 – The General Director is assigned by the Board of Trustees and accountable to the Board of Trustees and Board of Directors. When required, the General Director may be dismissed by the Board of Trustees in the same way which he/she is assigned.

The duties, authorities and responsibilities of the General Manager shall be determined by the Regulation to be put into force by the Board of Trustees in accordance with this articles of foundation.

Inspection of the Foundation

ARTICLE18 – The Foundation is subject to the inspection of the General Directorate for Foundations according to the provisions of Foundations Law and Foundations Regulation.

Audit of the General Directorate of Foundation

ARTICLE 19 – The Board of Trustees has the General Directorate of Foundation audited once a year through auditor/auditors to be selected at the first meeting to be held in January every year. Besides this, it may make audit done in cases when required.

Books to be kept by the Foundation

ARTICLE 20 – The Foundation keeps the books stated in the Foundations Law and Foundations Regulation.

Termination of Foundation 

ARTICLE 21 – The Foundation is passed to the President of Defence Industry according to the provisions of Regulations on Foundations when the realization of its purposes becomes impossible.

PROVISIONAL ARTICLE 1 – The Foundation performs the debts and undertakings passed from the Land, Naval and Air Force Support Foundations according to the agreements made by the aforesaid Foundations