TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
votes of shareholders representing at least 75% of the share capital. General assembly decisions regarding the fol - lowing items must be taken with the unanimous votes of the shareholders: • introduction or increase of additional payment obligations or secondary performance obliga - tions; and • amendments which introduce to the articles of association a reason for the dismissal of shareholders. A lesser quorum cannot be set forth in the arti - cles with respect to the foregoing decisions. However, a higher quorum requirement than stipulated by the TCC may be set forth in the articles of association. Board of a JSC Unless stated otherwise in the articles of asso - ciation, the board shall convene with the majority of the number of directors and adopt resolutions with the majority of the directors present at the meeting. The articles of association cannot pro - vide a quorum lower than stipulated in the TCC. Specific quorum and majority requirements for the board may be provided for in the articles of association. Proxies are not allowed, but it is possible to pass a resolution without convening a meeting unless any of the directors requests a formal meeting. The board may approve the resolution separate - ly, and signatures of the directors do not have to be on the same sheet. Board of an LLC The board of managers shall adopt resolutions by a majority vote unless otherwise provided in the articles of association. The chairman has the
tie-breaking vote. A different voting system for the board of managers can be set forth by the articles of association. Please refer to 4.2 Roles of Board Members regarding the details of con - vening a board meeting.
4. Directors and Officers 4.1 Board Structure
The board (of directors in a JSC and of man - agers in an LLC if any) consists of a chairper - son, a deputy chairperson, and the remaining members. Listed companies must have a certain number of independent board members. The chairperson does not have a superseding power in a JSC, whereas if an LLC has more than one manager, the chairperson has the tie- breaking vote (if not determined otherwise in the Board members carry out the management function of the company as a whole. The main distinction between the members is the authority of the chairperson (and deputy chairperson) to call the board to a meeting. Board meetings are in principle called by the chairperson (or in their absence the deputy chairperson). However, each board member can request a meeting in writing from the chairper - son. The chairman must convene the meeting if the request is deemed appropriate. If the request is made by the majority of the board members, the chairperson has no such discretion and must convene the meeting within 30 days. If the chair - person or vice chairperson fails to convene a rightfully requested meeting, the requesting members can directly convene the meeting. articles of association of the LLC). 4.2 Roles of Board Members
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