MTCF , Board of Founders meeting ;
Date; 24 July 2004 Place; Kabul
List of Members of the Founders and their signatures
Princess Meliha Soker/represented by Omer Tarzi
Princess India D’Afghanistan
Princess Nagia Dogan/represented by p.Leyla D’Afghanistan
Princess Leyla D’Afghanistan
Omer Tarzi
Humeyra Gucuk/ rep.by Omer Tarzi
Prince Rahmat Ullah D’Afghanistan/ rep.by Omer Tarzi
Idil Tarzi Gencoguz/ rep.by Omer Tarzi
Kerim Tarzi/rep.by Omer Tarzi
BOARD OF FOUNDERS DECISSION / dec/nbr. 001
We, as names and signatures listed above, members of Board of Founders, (BOF) of Mahmud Tarzi Cultural Foundation (MTCF) have concluded and decided to below points ;
H.E. Hamidullah Enayat Seraj assigned as Honourable Chairman of Board of Founders.
Below names assigned as a member of Board of Trustees:
· princess India D’Afghanistan
· princess Nagia Dogan
· princess Leyla D’Afghanistan
· mr. Omer Tarzi
· prince Rahmat Ullah D’Afghanistan
· ms. Humeyra Gucuk
· ms. Idil Tarzi Gencoguz
· mr. Kerim Tarzi
· mr. Adelin Remy
· mr. Seddiq Tarzi Rahpoe
· mr. Azarakhsh Hafizi
BOF appreciates Ministry of Information&Cultures’ supports and assistances to establish the Foundation in reasonable period. It is decided, MTCF express its gratitude to the Information&Culture Ministry with a letter.
BOF wishes to receive of organization of Board of Trustees (BOT) as soon as possible and congratulate all members of BOT in their humanitarian and cultural work .
Above decissions will be informed to the addresses are shown in articles 1, 2, 3 and 4 .
MTCF , Board of Trustees Meeting ;
Date; 24.07.2004 Place; Kabul - Afghanistan
Meeting was held with below members in Kabul and with some members via electronic order to select its chairman and assign the members of Management.
Participants;
ps. India D’Afghanistan
ps. Leyla D’afghanistan
Sardar Omer Tarzi
ps. Nagia Dogan/ represented by p.Leyla D’Afghanistan
p. Rahmat Ullah D’Afghanistan
ms. Idil Tarzi Gencoguz/represented by Omer Tarzi
mr. Habib Zekriya
mr. Adelin Remy/ via electronic com.
mr. Seddiq Tarzi Rahpoe/ via electronic com
mr. Kerim Tarzi/ via electronic com
mr. Azarakhsh Hafezi/ via electronic com.
BOARD OF TRUSTEES DECISSION / dec/nbr. 001
We, as names and signatures and/or electronic orders listed above, members of Board of Founders, (BOF) of Mahmud Tarzi Cultural Foundation (MTCF) have concluded and decided below points ;
Sardar Omer Tarzi has been appointed as a chairman of Board of Trustees
Princess India D’Afghanistan and Princess Leyla D’Afghanistan are appointed as deputy chairmen of BOF
mr. Adelin Remy appointed to organize fund investment projects .
mr. Habib Zekriya and mr. Azarakhsh Hafezi are appointed to organize Sardar-i Ala Mahmud Beg Tarzi’s work
BOT will select Board of Auditors according to deed of foundations’ related articles.
BOT assigned below names as Board of Management
Sardar Omer Tarzi
Mr. Adelin Remy
Ms. Humeyra Gucuk
Mr. Partaw Nadri
Ms. Idil Tarzi Gencoguz
Substitutes ; mr. Rahmat Ullah D’Afghanistan – mr. Habib Zekryia – mr. Kerim Tarzi
MAHMUD TARZİ INTERNATIONAL CULTURAL FOUNDATION- KABUL
MTCF
PREFACE;
This foundation is established by the real and juristic persons whom names and addresses are written on the enclosed list, in accordance with the Afghan Laws.
FOUNDATION
ARTICLE 1 - The name of the foundation is " Mahmud Tarzi International Cultural Foundation". In this deed hereafter it is called as FOUNDATION.
HEADQUARTER OF FOUNDATION:
ARTICLE 2 - The headquarter of the foundation is in the Mahmud Tarzi High School building, at the city of Kabul, in Darrulaman.
The foundation may open branch and / or agents at home and at abroad, by taking permission from the concerned legislation, provided that with the decision of the Board of Directors and the authorized offices. The foundation, before all else, will cover the requirements of means and equipment of the Mahmud Tarzi High School as well as the needs of students and teachers and will provide the school has the advanced educational means.
The correspondence language of the foundation are Afghan Persian together with Turkish or English on all kinds of official and valuable paper. In regard to the written document, as needed, related state official certification / public notary or registered translator may be requested signed by authorized signatures at least in one language, afghan persian or english or turkish .
OBJECTIVE OF THE FOUNDATION
ARTICLE 3 – Foundation provides and supports all kind activities for Mahmud Tarzi’s life, about his thoughts and about his works.
In order to aid for the issues of education and health of the ones who has born in Afghanistan and registered the Public Registration Office of Afghanistan and before all else of the students and teachers including the families of thereof of Mahmud Tarzi High School ;
1. Founds and operates private education, vocational practice, Rehabilitation and health services
2. Grants scholarship with or without pay back to the students who have deprived from the tangible possibilities
3. Provides means and equipment of class and assists their maintenance of the schools who are in need of thereof.
4. Assists the requirement for accommodation, education and other necessities of the students.
5. Opens and operates private kindergartens, primary school, high school / university /occupational schools. Constructs necessary buildings itself or purchase as ready made for these schools
6. Opens and operates holiday camps and sports facilities and music and recreational areas for the student being accommodated by the foundation.
7. Arranges the courses, prepares educational programs, opens cultural centers parallel of the Laws and programs of the Ministry of Education.
8. Supports performing of scientific research In the Mahmud Tarzi school at contemporary level. Encourage the development of existing technology and research studies for the advanced technology. Provides local and foreign scientists in regard to constructing of the related laboratories, procurement of machinery and equipment, elaboration of the programs thereof and executing this type of studies as well.
9. Ensures the graduated successful students and ones who takes courses to find job.
10. Provides all kinds of bringing up support and aid for the successful student and teachers in their field, at home and abroad.
11. Performs all kinds of required infrastructure services for the advanced language education of the successful students and teachers, establish laboratories, provides required necessary material and technologies and finds local and foreign lecturers in this regard.
12. Performs necessary aids for developing of Afghan hand crafts, provides education of specialist, marketing of hand crafts and obtaining of raw material.
13. Supports the students who want to make education at the health related fields as physical standpoint, at home and at abroad before and after the graduation, gives scholarship, erects broadcasting stations aiming at training and health and participate in the need of the present broadcasting stations, develops broadcasting issues, provides producing of common broadcasting.
14. Arranges national and international conferences, congress and panels and other meetings for Mahmud Tarzi’s personality and for his works and on Education and Health subjects.
15. Opens and operates Hospitals, Rural Health Center, Medical schools. Participate in directly builds operates the infrastructure developing of public health. Builds, be partner and operates of all type of facilities such as orphan house, orphaned houses with social intention
16. Interests in feeding, health, maintenance and training of the people who are in the bad condition due to the disaster and war. Coordinates with the organizations and institutions doing this type of works.
WORK AND TRANSACTIONS THAT THE FOUNDATION WILL BE ABLE TO DO TO REALISE THE OBJECTION OF HEREOF:
ARTICLE 4 - In order the foundation to reach its objection, out of the legal constrains, it is permitted and entitled in accordance with Afghan concerned trade, inheritance and human rules to own and use by means of donation, testament, buying and leasing to movables and immovable commodities, which their values are not limited, to sell, assign and alienate the ones it is owned in accordance with the provisions in respect the foundations, to take and spend their incomes, to use once or a lot of time for the investment of one or more immovable commodities and their incomes those are in foundation estate, to sell the estates that are obtained by the foregoing mentioned ways, in the direction and aim of the foundation, to cooperate and coordinate with the domestic and abroad civilian society organizations, associations and other foundations that are working with the objectives that are similar with the objectives of the foundation, to make agreements with these and other similar organizations, to accept the real rights of the ownership of immovable such as servitude, beneficial interest, habitation, pledge and mortgage, to take all kinds of securities including of pledge and mortgage, on the movables and immovable commodities, to give debt or to take debt, if required, to employ income from the projects it would execute and to establish economical business enterprises (operations) or to operate and control other business enterprises under its supervision to get income for the foundation and to do that to make enterprise, saving, owning goods, making construction and similiar agreements that it deems useful.
ESTATE OF THE FOUNDATION:
ARTICLE 5 - The establishment estate of the foundation is USD 5.000 that is allocated by the founders. Establishment estate can be increased after the establishment of the foundation.
BODIES OF THE FOUNDATION:
ARTICLE 6 - The bodies of the foundation is shown as follows:
1. Board of Founders
2. Board of Trustees
3. Board of Management
4. Auditors
BOARD OF FOUNDERS:
ARTICLE 7 – Board of Founders of the foundation is composed of the living members of the Mahmud Tarzi family. The listed persons below constitute the Board of Founders. The members of the Board are lifetime members. In case of a member leaves from the membership from whatsoever reason , a new member from the family of that member is nominated. If this is not realized, the Board of Founders selects a new member, provided that he /she is from the Mahmud Tarzi family again, with at least 4/5 vote quorum.
DUTIES AND AUTHORISATION OF THE BOARD OF FOUNDERS:
ARTICLE 8 - The Board of Founders is convened each year as a requirement of its agenda with the meeting invitation being sent by the secretary ship of the foundation, prior to 45 days, to the members of the board.
The Board of Founders examines yearly projects and implementations prepared by the Board of Trustees and gives its comments to the Board of Trustees, if any, in regard to the concerned issues. The Board of Founders returns the issues that are not matched with the name of Mahmud Tarzi and his esteemed personality back to the Board of Trustees again for reevaluation.
The Board of Founders approves the amendment, correction or additions on the deed of foundation, as exactly as it is or sends them back to the Board of Trustees again for reevaluation, by explaining the drawbacks..
The Board of Founders makes recommendations in order to enroll the internationally known persons who would be helpful for the objectives of the foundation on their own field in the foundation as honorary member. In the same way, it also adjudicates to have the persons who have been recommended by The Board of Trustees, either from its interior or from outside to give honorary rank.
BOARD OF TRUSTEES:
ARTICLE 9 - The Board of Trustees of the foundation is constituted from the real and / or juristic, local and foreigner persons whom names are written on the enclosed list. It is compulsory that the majority of The Board of Trustees has to be from the members of the Board of Founders.
THE DUTIES AND AUTHORISATIONS OF THE BOARD OF TRUSTEES:
ARTICLE 10 - The Board of Trustees is the highest decision body of the foundation. Its mandates are as follows:
1. To select Board of Management
2. To select Boards of Auditors
3. To negotiate, review the activity report and the report of Boards of Auditors those have been prepared by the Board of Management, gives decision in regard to release of the Board of Management
4. To accept internal legislation drafts to be prepared by the Board of Management as exactly as same or by changing
5. To accept yearly budget drafts to be prepared by the Board of Management as exactly as same or by changing
6. To determine whether the members of Boards of Auditors and the Board of Management to be granted per diem (money paid for attendance to a meeting) , if granted, decision on the amount
7. To make additions, amendments in the deed of foundation if it is required
8. To determine the general policy of the foundation activities
9. To make recommendation to the Board of Founders for taking new member to the Board of Trustees and to give honorary rank to a member or a person from outside.
MEETING TIME AND DECISION QUORUM OF THE BOARD OF TRUSTEE :
ARTICLE 11 - The Board of Trustees makes its first meeting within one month following the registration of the foundation. In this meeting, The Chairman of the Board is selected and division of labor is made.
And then, it convenes two times in a Year, as; each year in the March; in order to negotiate the balance sheet and working report and in the November; for the approval of the next year's balance sheet and working report as well as to negotiate the issues in respect to making the votes.
In addition, the Board of Trustees can be called for as extraordinary meeting, in order to negotiate special agenda items upon the necessity deemed by the Board of Management or upon the written application of at least one third (1/3) of the members of the Board of Trustees. No out of agenda item can be discussed in the ordinary or extraordinary meetings.
The date, place, hour and agenda of the meeting are sent to the member of the foundation, as a minimum of prior to 30 days from the meeting date, by the secretary ship of the foundation, by the registered mail.
the Board of Trustees is gathered one plus half of the entire number of the board member. If majority is not established the meeting is held one week later at the same place and with its agenda. In this second meeting meeting quorum can not be less than one third (1/3) of the entire number of the board member.
The meeting quorum of the Board of Trustees is one plus than the half number of the total members. In case of the votes are equal, the vote of the chairman of the board is considered as two. Each member has one decision suffrage. The member who could not attended meeting may assign another member as his proxy. Each member may not bear more than one mandate.
The decision suffrage for the amendment, correction and additions to be made on the deed of foundation is two third (2/3) of the entire number of the board member and it is entered into force by passing through the approval of the Board of Founders.
It is sufficient to sign one document written one language (afghan persian or english or turkish) .
BOARD OF MANAGEMENT
ARTICLE 12- The Board of Management of the foundation is composed of 5 principal, 3 alternate members who are selected by the Board of Trustees for two years. It is compulsory that the majority of the member of Board of Management be from the Board of Trustees
On condition that not composing majority, the member from outside of the foundation may be assigned for the Board of Management.
At the first meeting of the Board of Management, chairman, vice chairman, general secretary and treasurer are selected and division of duty is made.
The Board of Management is convened once each month. The member of The Board of Management who is not attended to the meeting twice, one after the other without any valid excuse is deemed withdrawn from its duty. The meetings can be realized in the electronic medium, when it is required so as well.
The meeting quorum is three (3), and the decisions are taken by the majority of the attendees. In case of the votes are equal, the vote of the chairman of the board is considered as two. The taken decision is entered into the decision book and signed by the attendees.. It is sufficient to sign one document written one language (afghan persian or english or turkish) .
THE DUTIES AND AUTHORISATIONS AND RESPONSIBILITIES OF THE BOARD OF MANAGEMENT
ARTICLE 13 - The Board of Management is the management and enforcement body of the foundation.
In this capacity, The Board of Management;
1. Provides the activities of the foundation are executed orderly and effective under the general policies defined by the Board of Trustees. It prepares the foundation`s regulation and submits to the approval of the Board of Trustees.
2. Performs studies for the assessment of the foundation assets and have reached to the new resources.
3. Attempts on behalf of the juristic entity of the foundation with the real and juristic persons on the legal, financial and other issues and makes transactions.
4. By defining the duties and responsibilities in advance, appoints manager to foundation, constitutes the general secretary ship of the foundation and similar units, assigns their fees, discharges the hereof when it is required so.
5. Decides to open or close the agents and branches at home and abroad, under the related legislations.
6. Registers and follows the accounting works of the foundation. Prepares balance sheets, profit and loss statements at the end of the accounting period and forwards to the concerned state offices.
7. Implements the yearly budget that was accepted by the Board of Trustees, makes preparations of the meetings thereof, in the meeting, presents the period report of the Board of Trustees and submits for release.
REPRESENTATION OF THE FOUNDATION
ARTICLE 14 - The Board of Management represents the foundation.
The Board of Management may alienate to the chairman and vice chairman of The Board of Management. The Board of Management may vest two persons with authority among its own members, in regard to sign any agreement, to award contract, to regulate and alienate of agreement, legal document and deed on behalf of the foundation.
It is compulsory that The Board of Management has to be represented by two signatures on the valuable paper written with one of the available language (farisi/afghan persian or english or turkish).
THE BOARD OF AUDIT
ARTICLE 15 - The Board of Audit is a body that has been established to audit the activities and accounts of the foundation on behalf of the Board of Trustees. They are selected fo two years, by the Board of Trustees as two persons. Also two alternate members are selected. The Board of Audit makes its examinations on all books, register and documents. Subsequent the certification of the account of foundation by the certified (sworn) public accountant as well, the report to be regulated as of the accounting period is submitted to The Board of Management, prior to at least 15 days of the meeting of the Board of Trustees so as to forward to the Board of Trustees. It is enough to sign one copy of documents to be written with one of the available language, afghan persian or english or turkish.
PER DIEM
ARTICLE 16 - Whether the members of Board of Management and Audit are granted per diem and if it would grant its amount and way is determined by the Board of Trustees.
INCOMES OF THE FOUNDATION
ARTICLE 17 – The incomes of the foundation is as follows;
1. All kinds of donations and aids suitable for the aim of the foundation
2. Various incomes to be obtained from the activities of the foundation
3. Revenues to be obtained from economic enterprises, participations and partnerships
4. Revenues to be obtained with the assessment of the foundation real properties and the other assets and rights
5. The incomes of project studies to be made within the framework of common aids programs of Afghanistan and Turkey states and project studies to be provided from the other state governments.
THE PLACES WHERE THE INCOMES OF THE FOUNDATION IS ALLOCATED AND CONSUMED
ARTICLE 18– 20 % of the foundation incomes –unless otherwise noted– to the expenses of management and sustaining of management and reserves and to the investments to increase the estates, 80 % is appropriated and is spent in the direction and aim of the foundation.
AMMENDMENT AT THE OFFICIAL FOUNDATION DEED
ARTICLE 19– It is required to apply by at least one fifth (1/5) of the member of the Board of Management or the member of the Board of Trustees written offer for the modifications and additions to be made in the deed of foundation. The decision quorum is two third (2/3) of members’ entire number end it enters into force by passing through the Board of Founders.
TERMINATION OF THE FOUNDATION
ARTICLE 20– In case of termination of the foundation because of any reason, provided that the estate of the foundation, aim and service issues are alienated to a foundation, which subject is closest provided that its name is stated on the deed of foundation.
The annulment of the foundation is only possible respectively, by the written offering of by at least half of the members’ entire number plus one of the Board of Management or the Board of Trustees and by the approval of two third (2 /3) of the members’ entire number of the Board of Trustees and consequently and being certifying of this approval by the Board of Founder.
ENCLOSED LIST OF
THE FOUNDERS OF FOUNDATION
ARTICLE 21 –The name, surname and residence of the founders of the foundation is listed below :
1. H.E. Hamidullah Enayat Seraj son of Khayriya khanum, g.son of Mahmud Tarzi
via delle Forraci, 64, 00165 Roma , Italy
phone; +39 06 638 4648
2. Princess Meliha Soker, Dr.Med. daughter of Oueen Soraya, g.daughter of Mahmud Tarzi
Sezai Selek cad. Tayman apt. 4A, D16, Nisantasi,
Istanbul, Turkiye
Phone; +90 212 2406327
3. Princess India D’Afghanistan daughter of Queen Soraya, g.daughter of Mahmud Tarzi
Lungotevere Mellini 10, Roma, Italy
Phone; +39 06 322 2117
4. Princess Nagia Dogan daughter of Queen Soraya, g.daughter of Mahmud Tarzi
Sezai Selek cad. Sevim apt. 7, D 12, Nisantasi, Istanbul,
Turkiye
Phone;+90 212 247 5574
5. Princess Leyla D’Afghanistan daughter of A.Tawab Tarzi, g.daughter of Mahmud Tarzi
Rue Michel Servet,18, 1206 Geneve, Suisse
Phone; +4122 346 0422
6. Omer Tarzi son of Tawab Tarzi, g.son of Mahmud Tarzi Polat Koru sitesi, 18B, D1-2, Tarabya, Istanbul, Turkiye
phone; +90 212 262 9331
7. Humeyra Gucuk daughter of Nagia Dogan, gg.daughter of Mahmud Tarzi
Buyukciftlik G4 cad. Birlik apt.2, D.3, Nisantasi, Istanbul
Turkiye
8. Prince Rahmat Ullah D’Afghanistan son of Leyla D’Afghanistan, gg.son of Mahmud Tarzi Rue de Soral 160, 1233 Lully Bernex, Suisse
phone; +41076 561 1107
9. Idil Tarzi Gencoguz daughter of Omer Tarzi,gg.daughter of Mahmud Tarzi
Ambarlidere yolu, Dereboyu cad. Ulus Palmiye sitesi,
A blok, D4, Ortakoy, Istanbul, Turkiye
Phone; +90 212 211 4066
10. Kerim Tarzi son of Omer Tarzi, gg.son of Mahmud Tarzi
Polat Koru sitesi, 18B, D1-2, Tarabya, Istanbul, Turkiye
Phone;+90 212 262 9331