Bylaws

DEED OF THE YERYÜZÜ CLIMATE ACTION FOUNDATION

THE FOUNDATION

Article 1 — The name of the foundation is YERYÜZÜ İKLİM DEĞİŞİKLİĞİ İLE MÜCADELE VAKFI (Yeryüzü Climate Action Foundation). In this official deed it will be referred to only as “the foundation”.

SEAT OF THE FOUNDATION

Article 2 — The foundation’s seat is in the district of Konyaaltı, province of Antalya, at “Pınarbaşı Mah. Atatürk Bulvarı Gül sitesi B Blok No: 44 Daire:2”. In accordance with applicable law, branches and representative offices may be opened domestically or abroad by resolution of the board of directors.

PURPOSE OF THE FOUNDATION

Article 3 —
To achieve a “Green Transformation” that places the environment and people at its centre, advances the right to live in a healthy environment, embraces all stakeholders in nature and society, strengthens environmental and social awareness, and lays the foundations of a green future.

Within circular economy principles, to prevent waste generation, reduce loss of energy, materials and land, and ensure sustainable management of natural resources, and to help spread the Zero Waste system across all areas of our country.

To raise human–nature harmony to the highest level and to work on greener, nature-friendly and smart cities and disaster-resilient, planned, smart, and environmentally sensitive urban living areas for all stakeholders.

ACTIVITIES OF THE FOUNDATION

Article 4 —

• To protect the environment and natural resources and to combat climate change, desertification, and erosion.
• To develop measures to reduce greenhouse gas emissions, including through energy efficiency and expanding forest assets.
• To promote energy efficiency in existing buildings; to develop projects to spread climate- and environment-friendly green buildings and safe construction.
• To develop projects for local governments to protect and revive natural, historical, and cultural assets and strengthen cities’ distinct identity, including through national and international funds, notably the European Union.
• To develop joint projects with local governments to create healthy living spaces and raise urban green-space standards and quality of life.
• To develop projects to renew historic city-centre areas in urban transformation and to create shared financing models with local governments.
• To conduct social impact assessments before urban transformation; to prepare urban transformation strategies at provincial and district level covering risky and reserve areas, social structure analysis, economic integration, infrastructure, financing models, and provincial transformation targets.
• To plan on a basin scale for reuse of treated wastewater, especially in agriculture, and to develop projects to reduce pressure on water resources.
• To develop projects for effective operation of wastewater treatment plants and to overcome barriers such as wastewater oversight, technical knowledge gaps, and capacity constraints.
• To raise public awareness on recycling of solid waste.
• To help spread implementation of the solid waste programme.
• To help spread implementation of Zero Waste projects.
• To develop technical standards for recovered secondary products and projects to cooperate with public authorities on incentives and guidance.
• To carry out training programmes and awareness projects to protect environmental values and strengthen societal environmental awareness, including education on nature conservation and sustainable production and consumption.
• To integrate data on environmental problems and climate action and to conduct analyses and simulations.
• To carry out work under the Nationally Determined Contribution framework on emission control in buildings and in energy, industry, transport, waste, agriculture, and forestry.
• To undertake planning, implementation, and capacity-building that include national and regional adaptation strategies to increase resilience to adverse climate impacts.
• To identify needs and solutions at regional and city scale for adaptation and measures, and to prepare Climate Change Action Plans for our seven regions.
• To develop local air quality action plans and projects on pollution and emission control.
• To increase protected terrestrial and marine areas and to implement projects such as green corridors, planning, and infrastructure for effective management.
• To prepare strategic noise maps for settlements across Türkiye.
• To develop projects to increase forest assets for emission reduction and to raise seedling, seed production, and export capacity.
• To develop sustainable land-management model projects for natural disaster risk reduction.
• To implement projects on renewable energy use and to prepare trainings, meetings, and simulations.
• To carry out activities addressing threats to wildlife.
• To prepare strategic plans and reports on natural disasters.
• To prepare projects for endangered species; to carry out plans, projects, reports, and activities related to livestock.
• To carry out plans, projects, and work on endemic plants.
• To rehabilitate mining sites.
• To provide storage services related to waste.
• To prepare projects on facilities for educational purposes.
• To prepare plans and projects and define strategies on all activities related to carbon footprint.

To carry out these activities, the foundation may:

• a. Establish sufficient technical, scientific, and administrative staff and organisation; prepare and implement training programmes and arrangements needed to fulfil its purpose and build informed public opinion.
• b. Cooperate with natural and legal persons domestically or abroad to create green spaces (including landscaping), pasture, woodland and forest, to rehabilitate forests, to afforest private or state-allocated land, or to carry out erosion-control work for rural development; participate in tenders; and perform works it is awarded.
• c. Organise and deliver training on building environmental awareness, efficient use of natural resources, benefits and need, combating drought and scarcity, and benefits and need for alternative energy systems.
• d. Open education centres, nature schools, and facilities where needed for its educational services, and employ foreign personnel.
• e. Cooperate with public or private institutions, centres, institutes, associations, and foundations working on related topics, including abroad with permission of competent authorities.
• f. Participate in and organise national and international seminars, conferences, and meetings aligned with its purpose.
• g. Accept donations from institutions, organisations, and persons at domestically and abroad (including foundations) for use in pursuit of its purpose; collect aid domestically and abroad; accept movable and immovable donations from domestically and abroad; accept earmarked donations compatible with its purpose.
• h. Publish and cooperate with press and media organs in line with its purpose.
• i. Launch campaigns and engage in any activities and events aligned with its purpose; work on improving legislation; file lawsuits or join pending cases.
• j. With permission of competent authorities, acquire, lease, and let immovable property, and establish and release in rem and personal rights including usufruct, mortgages, and similar rights on immovable property.
• k. Found companies and/or commercial enterprises and/or participate in existing companies primarily to run exemplary projects effectively and to pursue its purpose; the board of directors decides on such matters and, where a company is founded, on its type, capital, and related issues.
• l. Obtain sponsorships, act as sponsor, and cooperate in line with its purpose.
• m. Provide in-kind and cash aid in natural disasters.
• n. Organise hunting tours for wildlife population control and participate in tenders.
• o. Found farms and production centres for organic and natural production of all kinds of livestock; carry out open-field or greenhouse organic crop production of all kinds; establish facilities.
• p. Found villages and tourism enterprises for educational purposes within rural development (Tine house).

TRANSACTIONS THE FOUNDATION MAY CARRY OUT TO FULFIL ITS PURPOSE

Article 5 — To achieve its purpose, the foundation may own and use movable and immovable property by donation, testament, purchase, or lease;

In accordance with legislation on foundations, sell, transfer, and relinquish assets it owns, and receive and spend their revenues;

Use one or more immovable assets or revenues that become foundation property, once or repeatedly, for investment;

Subject to consistency with the foundation’s purpose and service areas, manage and dispose of movable and immovable assets and funds acquired by donation, testament, purchase, or other means, acquire securities, and value and sell them in line with its purpose;

Cooperate with foundations and natural and legal persons domestically and abroad that pursue similar objectives;

Accept and use limited real rights on immovable property such as easement, usufruct, habitation, superficies, pledge, and mortgage;

Obtain any collateral including pledges and mortgages on movable and immovable property for agreements entered into with existing or future revenues, and accept valid bank guarantees;

Where necessary to fulfil its purpose and service areas, borrow and lend money, obtain loans, and give guarantees, pledges, mortgages, and other collateral;

Generate income from projects and activities conducted or to be conducted in line with its purpose and service areas;

For the purpose of generating revenue, establish economic enterprises and companies operating under normal business principles, participate in existing ones, operate them directly or through an operator under its supervision;

Enter into venture, savings, acquisition, construction, and similar agreements useful and necessary to realise one or all of its purpose and service areas, as authorised under Article 48 of the Turkish Civil Code;

With permission of the competent authorities, collect aid and organise campaigns in this regard;

The foundation may not use these powers and revenues for purposes prohibited by the Turkish Civil Code.

ORGANS OF THE FOUNDATION

Article 7 — The organs of the foundation are as follows:

• Board of trustees
• Board of directors

BOARD OF TRUSTEES

Article 8 — The board of trustees consists of the foundation founders and natural persons—and representatives of legal entities—to be elected by the board of trustees after the foundation’s establishment.

a) The board of trustees comprises members as follows:
— members selected under the founding deed;
— members selected by reason of donation to the foundation (subject to donation at the amount of 30 “Cumhuriyet Altını” gold coins and acceptance by the board of directors);
— members selected for services rendered or expected to be rendered to the foundation.

b) Term of office and renewal:
— members selected as founders or by reason of donation are permanent members of the board of trustees until death or loss of legal capacity;
— other members serve for five (5) years; members whose term ends may be re-elected by absolute majority of those present at a meeting.

c) Election and term of the chair of the board of trustees
— the chair is elected by the board of trustees for three (3) years by a majority of more than half of the members present at the meeting.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES

Article 9 — The board of trustees is the highest governing body of the foundation. Its powers include:

• a) To elect, supervise, and discharge the board of directors;
• b) To review activity reports prepared by the board of directors and audit reports, and to decide on discharge of the board of directors;
• c) To approve draft internal regulations of the foundation prepared by the board of directors, with or without amendment;
• d) To approve draft annual budgets prepared by the board of directors, with or without amendment;
• e) To decide whether board members who are not public officials receive meeting fees and in what amount, and whether membership dues are collected, from whom, and in what amount;
• f) To amend the foundation deed where necessary;
• g) To set general policies on foundation activities;
• h) To take dispositive decisions on foundation assets and organisation;
• i) To admit new members to the board of trustees;
• j) To terminate membership of members who act contrary to the foundation’s purposes, deed, or internal regulations, or whose situation is incompatible with membership, and to terminate membership of trustees other than founders signatory to the founding deed;
• k) To decide on new organs to be created for the foundation and how they operate.

MEETINGS AND QUORUM OF THE BOARD OF TRUSTEES

Article 10 — The first meeting of the board of trustees is held within one month following registration of the foundation.

a) It meets three times a year: in February or March to approve the previous year’s balance sheet and activity report and for matters relating to election of organs; in July for a mid-year review; and in November to adopt the budget and work programme for the following year.

d) The board of trustees may also meet extraordinarily when the board of directors deems it necessary, or when at least one third of trustees request a meeting in writing from the board of directors.

e) In extraordinary meetings, matters not on the announced agenda may not be discussed.

f) At an ordinary meeting, immediately after the bureau is formed, items may be added to the agenda on written proposal of at least one tenth of those present; however, amendments to the deed and matters imposing obligations on foundation organs or the foundation may not be added.

g) Date, place, time, and agenda are communicated at least seven (7) days before the meeting by e-mail (subject to timely reply), against signature, or by registered mail ensuring delivery to members.

h) The board of trustees meets with a majority of more than half of the full membership. If a quorum is not met, the meeting is held at the same place and time one week later; at the second meeting the quorum may not be less than one third (1/3) of the full membership.

i) Decisions are adopted by a majority of more than half of those present. If votes are tied, the chair of the board of trustees has a casting vote counted as two votes. The voting procedure is fixed by separate decision. Each member has one vote. A member unable to attend may appoint another trustee as proxy; one person may not hold more than one proxy.

j) Amendments to the foundation deed require a written proposal from the board of directors or from one fifth (1/5) of the trustees, approval of two thirds (2/3) of the full membership of the board of trustees, and a court decision.

k) Trustees who are not founders automatically lose membership if they fail without excuse to attend three consecutive meetings, or four meetings in three years even with excuse. This provision takes effect from finalisation of the registration decision. Excuses must be notified in writing (including e-mail).

l) Detailed rules for meetings of the board of trustees are set out in the Foundation Internal Working General Guidelines.

BOARD OF DIRECTORS

Article 11 — The board of directors consists of five (5) full and three (3) alternate members elected by the board of trustees for three (3) years.

a) A majority of board members must be members of the board of trustees. Provided a majority of trustees is maintained, persons from outside the foundation may be elected.

b) At the first meeting, the chair, vice-chair, and treasurer are elected and responsibilities are allocated.

c) If a board seat becomes vacant before the end of the term for any reason, a person from among trustees or externally is appointed by resolution of the board of directors upon invitation by the chair; this appointment is submitted for approval at the next ordinary meeting of trustees. Persons so appointed complete the remaining term of the person replaced and may be re-elected thereafter.

d) The board of directors meets once every three months. A member who fails to attend three consecutive meetings without valid excuse is deemed to have resigned.

e) The meeting quorum is three (3); decisions are taken by majority of those present. If votes are tied, the chair has a casting vote counted as two votes. Decisions are recorded and signed in a decision book certified by a notary.

f) Current and former chairs of the board of trustees may attend meetings of the board of directors and executive board at any time.

g) Among the founders, Serpil ARSLANTAŞ will become Honorary Chair of the Board of Directors when her term as board chair ends. While she lives and retains legal capacity, she may attend meetings in that capacity, vote, and make proposals and recommendations.

DUTIES, POWERS, AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Article 12 — The board of directors is the administrative and executive organ of the foundation.

In this capacity the board of directors:

• a) At its first meeting elects by simple majority among its members a chair, a vice-chair, and other executive board members, allocates tasks as needed, and may form committees and commissions;
• b) Takes and implements all decisions in line with the foundation’s purpose;
• c) Ensures foundation activities are conducted regularly and efficiently in accordance with policies set by the board of trustees; prepares draft internal regulations and submits them for approval;
• d) Carries out work needed to valorise foundation assets and secure new financial resources;
• e) On behalf of the foundation’s legal personality, takes initiatives and carries out legal, financial, and other transactions with all natural and legal persons;
• f) Appoints a director for the foundation, with duties, powers, and responsibilities clearly defined in advance; may create a general secretariat or similar support units and terminate those roles where necessary;
• g) Determines staff to be employed, makes appointments, sets remuneration, and terminates employment where necessary;
• h) Decides on opening and closing branches and representative offices domestically and abroad within applicable law, and carries out related procedures;
• i) Follows and controls accounting; ensures income–expenditure statements and balance sheets are prepared at year end, submitted to the relevant authority, and published;
• j) Implements the annual budget approved by the board of trustees;
• k) Carries out preparatory work for meetings of the board of trustees;
• l) Presents the activity report for the period for discharge at meetings of the board of trustees;
• m) Performs other duties required by applicable law, the foundation deed, and internal regulations.

The board of directors meets once every three months. Besides these ordinary meetings, the chair may call a meeting at any time. A member who without excuse fails to attend three consecutive meetings or five meetings in total within one year may not stand for election to the board in the following term.

REPRESENTATION OF THE FOUNDATION

Article 13 — The foundation is represented by the board of directors. The board may delegate this authority to the chair and vice-chair. On general or specific matters, the board may authorise one or more of its members, or one or more officers, as representatives to conclude contracts and to draft and transfer contracts, legal instruments, or deeds on behalf of the foundation. The scope of powers of attorney for legal, financial, and administrative representation is determined by the board of directors.

SUPERVISION

The foundation is subject to supervision by the Directorate General of Foundations under Law No. 5737.

MEETING FEES

Article 15 — The board of trustees decides whether members of the board of directors and audit body who are not public officials receive meeting fees or remuneration, and the amount, where applicable.

REVENUES OF THE FOUNDATION

Article 16 — Revenues of the foundation include:

• a) Rents, yields, interest, premiums, commissions, and dividends from movable and immovable property and securities to be acquired, and proceeds from their sale;
• b) Income from funds, enterprises, partnerships, and economic undertakings in which the foundation owns a share or participates;
• c) Fees lawfully charged for services rendered in line with its purpose;
• d) Donations to the foundation, conditional or unconditional, mortis causa or inter vivos, compatible with its purpose;
• e) Income from meetings, trips, exhibitions, events, publications, fairs, and lotteries;
• f) Income from dispositions and transactions referred to in Article 4 of the official deed;
• g) Donations compatible with purpose and service areas of which at least two thirds envisage services within budgets of general, special, and annexed budget administrations;
• h) Up to 10% allowances for expenses from annual income from donation campaigns;
• i) Other regular lawful income; items not added to assets by board decision among revenues listed here are treated as income;
• j) Income from valuation of movable and immovable property and other assets and rights;
• k) Income from sponsorships;
• l) Contribution fees from new members.

ALLOCATION AND USE OF FOUNDATION INCOME

Article 17 — At least two thirds of the foundation’s annual gross income is allocated and spent on its purposes; the remainder on management and operating expenses, reserves, and investments that increase foundation assets.

AMENDMENT OF THE OFFICIAL DEED

Article 18 — Amendments to the foundation deed require a written proposal from the board of directors or from at least one fifth (1/5) of the trustees, approval of at least two thirds (2/3) of the full membership of the board of trustees, and a court decision.

TERMINATION OF THE FOUNDATION

ARTICLE 19 — If for any reason the foundation can no longer achieve its purpose, upon a report of the inventory and audit authority on this matter, the board of trustees may resolve—with a two thirds (2/3) majority of the full membership—to seek dissolution of the foundation and deletion from the register from the competent authority.

The last board of directors also acts as the liquidation body. Remaining assets after satisfaction of debts are transferred to an institution or organisation determined by the board of trustees serving that function, within the foundation’s assets at that date.