TURKISH INSURANCE INSTITUTE
ARTICLES OF FOUNDATION

Foundation and Center of Foundation

Principle 1.       Principle 1.
This foundation is founded by legal entities whose name are presented in this articles of foundation in accordance with Turkish Civil Code.
The name of foundation is Turkish Insurance Institute.
The center of foundation is in İstanbul.
There can open new branches and agencies in domestic and foreign countries in terms with the decision of Board of Management of Foundation and (by providing) consent of competent authority.

Founding Purpose of Foundation

Principle 2.       The founding purpose of foundation is to do some studies to improve insurance in Turkey, to raise employees for insurance sector, to determine and analyze the financial, legal and technical problems in insurance business, to help the Turkish Insurance Sector to take a significant role in financial, social life and economic development.

Foundation’s Works and Operations (to Reach the Founding Purpose)

Principle 3.       Foundation -to reach its founding purpose:

  • arranges Educational activities, accept students for internship and education from foreign countries,
  • makes researches in domestic and foreign countries; arranges conferences, seminars, symposiums, panels, congress and attends these kind of organizations,
  • examines projects and proposals which are prepared by official and private foundations with regard to scientific facts and Turkey’s real conditions and takes up a position,
  • collects necessary documents, regulations, court decisions and publishing; and presents them for benefits of related ones,
  • encourages and supports by giving scholarships and organizing prize competitions in fields of education, research, examination and publishing,
  • broadcasts to popularize and enrich its works and operations; encourages and supports these broadcasts; publishes maganizes; enlights public opinion and related ones through the instrument of radio and television; broadcasts in foreign languages to inform foreign countries about developments’ in Turkey,
  • contacts with local and foreign foundations and cooperates with them by providing the consent of Ministry of Foreign Affairs,
  • rewards students who graduate successfully from the program; provides the internship and education opportunities in local and foreign countries

According to Article 46 of Turkish Civil Code, Foundation is authorised

  • to has and use estates and assets by receiving bequest, accepting bequeath, buying and renting,
  • to sell, assign, waive, take its revenue and spend this revenue what it has in accordance to statutory provision,
  • to use as investment the real estate or estates of Foundation,
  • to use estates, assets and money that Foundation has. Foundation can manage and economise this money, can use it to buy some stocks and can sell these estates and assets.
  • to make cooperation with the foreign foundations, natural and legal persons, state institutions and organizations which have some objectives with the TSEV
  • to use the right of easement, usufruct, residence, construction, mortgage, lien of real estates etc. and to accept these rights.
  • to guarantee the right of mortgage and  estates and assests which TSEV will contract with foundation revenues.
  • to accept the surety of applicable banks.
  • (if it is a necessity) to borrow and to pledge, to mortgageand and to give all other guarantee to reach the Foundation’s objectives.
  • to make revenues from the projects; to operate or make cooperation with commercial enterprises
  • to make saving, to acquire property  and to make construction contract or other contracts  with the aim of the operating already existing commercial enterprises

    Foundation can not exercise its power and use its revenues to reach the objectives which are forbidden in the law no 903.

Foundation Estate

Principle 4.       Foundation estate comprises of money that is assigned by founders in a single sum -100.000 TL from each one; total 200.000- TL.
Foundation estate can be increased by additions.

Foundation’s Bodies

Principle 5.       You can find the Foundation bodies below.

  • General Board
  • Board of Management
  • Inspectorate

General Board

Principle 6.       General board consists of three members who represent the legal entities which can be found in the article of foundation herein an done member who represents the Undersecretariat of Treasury.

Duties and Authorities of General Board

Principle 7.       General body is the highest decision making body. There are duties and authorities of general board:

  • to choose Board of Management,
  • to choose Inspectorate,
  • to analyze annual reports which are prepared by Board of Management and Inspectorate and to decide Board of Management and Inspectorate discharge. (?)
  • to approve annual draft budget which is prepared by Board of Management with some changes or not.
  • to make additions or changes in Articles of Foundation when necessary.
  • to determine general policy about foundation operations

General Board can discharge all or some of members of Board of Management in anytime, in case of occurence of discharge causes which is determined by in accordance with the law no 903, regardless of court decision.

General Board Meeetings and Quorum

Principle 8.       General Board convenes a meeting which is arranged in every end of the March to approve the financial statement and working reports and to discuss topics of agenda.

General Board can holds an emergency meeting if Board of Management considers it necessary or at least one third of members of General Board demands.
In stated or emergency meetings, the topics that is not included in the agenda can not be discussed.
General Board chooses a moderator and a clerk to conduct the meeting.
It is possible to add some topics to the agenda apart from bill changes and increasing the allowance which brings liability and responsibility to the foundation and its members after the meeting is arranged (like we mentioned above) and half of the attenders enters a written motion.
Meeting’s date, place, time and agenda is announced through registered letter 7 days ago before meetings date.
General Board is gathered with one more member than half of the total member number. (?)
If there is no quorum of meeting, meeting will be delayed a week later same day and same hour.
In this delayed meeting quorum of meeting can not be less than one-third of the total number of member.
Quorum of decision of General Board is one more member than half of the meeting participants.
In case of equality of votes, the vote of president of council is considered as two votes.

The way of voting will be decided separately.
Every member has one vote.
The member who can not attend the meeting can delegate one another member.
One member can not take deputation more than one.
Representatives of founder members should attend the meeting and votes of founder members should be unanimous to take the decision to change the Articles of Foundation.
Minutes of meeting is signed by president of General Board, clerk and representatives of founder members.a moderator and a clerk.
Members of Board of Management and Inspectorate should attend the meeting as non-voters.

Board of Management

Principle 9.       The members of Board of Management consist of seven members; four members who represents the founder members; one member who represents Undersecretariat which is responsible of regulation and supervision of insurance sector; one member who represents academics which have cademic career in Law, Economics and Business and have knowledge in insurance sector; one member who known as experienced in field of insurance.

Period of time of the members of Board of Management is three years.
Re-election of members is possible.
Board of Management makes indirect election from the candidates for the members who are representatives and makes direct election for others.
Election to be made is submitted to approval to the first meeting of General Board.
Board of Management will conduct a meeting in a week after the ordinary general meeting and select one president and one vice president from its members.
Board of Management conducts at least four meetings in a calendar year.
Board of Management, in case of absence of president, can conduct a meeting with the call of one of the vice presidents or manager.
Quorum of meeting is absolute majority of total members.
Decisions are taken with absolute majority.
In case of equality of votes, the side of the president is considered as majority.
Inspectorate can attend the meeting as non-voters.
Member who does not attend the meeting in series (three times) without excuse is considered as resigned.
Decision taken is signed in notarised docket(minute book).

Board of Management’s Works, Operations and Responsibilities:

Principle 10.    Board of Managmeent is managing and executive bodies’ of Foundation. Board of Mnagement -with this title(label)-

  • takes decisions in accordance with the foundations’ aim and applies them.
  • Ensures that foundation’ operations is regular and productive in the consideration of general policies which is determined by General Board. In this context, it prepares draft of internal legislations and applies them.
  • Foundation takes actions to put property to good use and to find new financial resources.
  • Foundation, in the name of legal entity, takes step and takes actions in legal, financial and other issues with all natural and legal persons.
  • Only if works, operations and responsibilities is determined clearly before, Board of Management can assign manager, can establish Foundation Secretary or similar utilities, and if it is necessary can discharge them.
  • determines the employees who work in foundation, assigns them, determines their fees, and if is necessary discharges them.
  • establishes permanent or temporary Advisory committee
  • can establish temporary or permanent Advisory Committee with the participants of specialist in insurance business if there is a need for consultation or research for foundation works.
  • decides open or close a representative agency in domestic or foreign countries within the scope of legislation provisions; and starts necessary proceedings
  • follows and controls the accounting transactions of foundation; regulates profit and loss account statement and financial statement in the end of financial year and declares those statements.
  • applies annual budget which is approved by General Board.
  • regulates preparation of annual meeting of General Board.
  • declares the foundation annual report that belongs to the term in General Board meeting.
  • does other duties which are stated in Articles of Foundation and Foundation Internal Legislation.

Representation of Foundation and Persons Authorized to Sign

Principle 11.    Board of Management represents the Foundation. Board of Management can delegate its representation duty to the Chairman of The Executive Board and vice Chairmans of the Executive Board. Board of Management can delegate some of its members, its manager, its superintendent and some of officers, its agent or agents to make a contract, to regulate or transfer some bond, legal papers or bills in the name of Foundation, within the scope of determined circumstances. The authorized signatory list is notarized by Board of Management, after they arrange the list.

Inspectorate

Principle 12.    Inspectorate is founded to audit foundation works and accounts in the name of General Board. Inspectorate consists of members (2) who are chosen by General Board in two years. Other auditor chooses a member which is one of the candidates who are recommended by presentatives to complete the remaining time of Outgoing auditor; and then submits to the approval in the first meeting of General Board. Inspectorate holds its examination on all account books, bookkeeping entry and documents. After foundation’s account is examined by Chamber of Certified Public Accountants, statement (account report) which is prepared as of the account term is given to Board of Management to send to General Board at least 15 days ago before Board of Management Meeting.

Foundation’s Manager

Principle 13.    S/he manages the foundation in accordance with decisions of Board of Management. Manager conveys the topics that s/he condires as necessary to the Advisory Committee which is founded in accordance with sub-article g of Article 11 of Foundation. S/he offers the assignment of foundation employee to the Board of Management. The wage of manager is determined by Board of Management.

Honorary Office (Honorary of Offices)

Principle 14.    Membership of General Board, Board of Management and Inspectorate is honorary office. However, the business trips’ expenses are met by Foundation.

Foundation’s Income

Principle 15.    The foundation’s income is determined below:

  • The donations which is made by founders at the latest by the end of the March
  • The fees which are taken from people in exchange for seminar, course, education and research activities.
  • The revenue from broadcast rights
  • All kind of donations and aids
  • Incomes which consist of the assets of foundation and other sundry incomes.

Termination of Foundation

Principle 16.    In case of termination of foundation, property of Foundation can be transferred to the some other foundation or organization which has same founding purpose by General Board.

Founders of Foundation

Principle 17.    The founders of foundation is determined below

  • Association of The Insurance, Reinsurance and Retirement Companies of Turkey
  • National Reinsurance