e-book2013

COMMERCIAL LAW

Appointment of Member to the Board of Directors Pursuant

to Article 363 of the TCC

Att. Fatih Isik

Introduction

Pursuant to Article 408 of the Turkish Commercial Code No. 6102

(“TCC”), which entered into force on July 1, 2012, the members of a joint

stock company’s board of directors shall be appointed by the general

assembly. This authority is one of the non-transferrable authorities and

duties of the general assembly. However, Article 363 of the TCC is an

exception to this provision and enables the board of directors to appoint a

member to the board. As per this article, in the event any vacancy arises

on the board of directors for any reason, the board of directors may

appoint, temporarily, a member who meets the legal requirements and

submit this member to the next general assembly for approval. The

member appointed performs his duty until the general assembly to which

he is submitted for approval convenes and completes his predecessor’s

tenure if he is approved.

However, Article 408 of the TCC should be considered while Article

363 of the TCC is implemented; changing the board of directors by

appointing more than one member to the board, in the event more than

one vacancy arises, may be interpreted as the transfer of the general

assembly’s authority to appoint members to the board.

The combined implementation of these two provisions was examined

in the correspondence of the General Directorate of Domestic Trade of

the Ministry of Customs and Trade dated 22.10.2012 and numbered 6799

(“Opinion of the Ministry”)

. The appointment of a member to the board

Article of January 2013

For the said opinion, please see:

(Access date: 25.01.2013).