How to make a decision of the board of directors?


How to make the Decision of the Board of Directors will be processed in this article. In terms of Joint Stock and Limited Companies, the board of directors should be considered when making the decision in this article.

Decision of the Board of Directors of Joint Stock Companies

Validity of the board decision

ARTICLE 390- (1) In the absence of an aggravating provision contrary to the original contract, the board of directors shall convene with the majority of the full number of members and take its decisions with the majority of the members present at the meeting. This rule also applies if the board of directors is made electronically.

(2) Members of the Board of Directors may not vote on the representative of each other, nor may they participate in meetings through a proxy.

(3) If the votes are equal, that issue will be left to the next meeting. If there is equality in the second meeting, the proposal is considered rejected.

(4) If none of the members request a meeting, the decisions of the board of directors may also be made by obtaining the written approval of the majority of the full number of members, written in the form of a decision, made by one of the board members on a particular issue. The fact that the same proposal has been made to all members of the board of directors is a condition of the validity of the decision to be taken in this way.

Approvals are not necessarily on the same paper; however, it is necessary for the validity of the decision to affix all the papers containing the approval signatures to the board decision book or to be converted into a decision containing the signatures of the acceptors and put them in the decision book.

(5) The validity of the decisions depends on whether they have been written and signed.

Superstitious decisions

ARTICLE 391- (1) It may be requested from the court to determine that the decision of the board of directors is superstitious. In particular, it’s not the

a) Contrary to the principle of equal treatment,
b) Does not comply with the basic structure of the joint stock company or does not observe the principle of protection of capital,
c) violates or restricts or complicates the use of shareholders’ rights, in particular,
d) entering into the non-transferable powers of other bodies and relating to the transfer of such powers,
decisions are superstitious.

Prohibition of participating in the decision

ARTICLE 393- (1) A member of the Board of Directors shall not participate in negotiations on matters in which the personal and external interests of the company conflict with the personal and external interests of one of his or her own or his lower and upper descendants, or of his wife or one of his or her third-degree blood and beech hustle, including third degree.

This prohibition also applies when the honesty rule requires the member of the board of directors not to participate in the negotiation. In cases of hesitation, the board of directors decides. The member concerned cannot participate in this vote. Even if the conflict of interest is not known by the board of directors, the member concerned must explain it and abide by the ban.


(2) The member of the board of directors acting contrary to these provisions and members who do not object to the participation of the member concerned while the conflict of interest is objectively present and known, and the members of the board of directors who decide to attend the meeting are therefore liable to indemnify the company for any damages incurred by the company.


(3) The reason for not participating in the negotiation due to prohibition and the related transactions shall be written to the decision of the board of directors.

How to Make a Decision of the Board of Directors in Limited Companies?

The governing body of limited companies is the directors (TTK m.623). The management and representation of the company is regulated by the company contract and may be given to one or more persons who are the directors. What should be noted here is that at least one limited company partner must have the authority to manage and represent the company.

If there are more than one director of the company, one of the directors will be appointed by the general assembly as chairman of the board of directors, regardless of whether he or she is a partner of the company (TCC m.624/1).

The main rule in terms of managers’ decisions is that if more than one manager is present, decisions are taken mostly and in the event of equality, the president’s vote is considered superior (TCC m.624/3). Although this is the main rule, the company contract may foresee a different arrangement for managers to make decisions, not to be below the minimum threshold.

Of course, the president, who exercises the superior right of vote in the event of equality, will have a heavier responsibility over other directors regarding the decision.

In the case of equality in the decisions of the board of directors of joint stock companies, while the chairman of the board of directors does not have the superior voting right and otherwise no arrangement can be made, the chairman of the board of directors in the case of equality in the decision of the board of directors of limited companies has the superior voting right. The following article on this subject is detailed with this topic below.

http://archive.ismmmo.org.tr/docs/malicozum/123malicozum/008_MUSTAFA_YAVUZ.pdf

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