NEWSLETTER-2019-metin

11 COMMERCIAL LAW on the board of directors by electing some of the members of the board from certain groups of shareholders, or granting the right to recom- mend a binding candidate as specified in the Code’s preamble. Since the right to recommend candidates for membership of a board of directors is granted to all shares within a group, not to in- dividual shares within a certain group, the shareholders to which the right is granted must convene a meeting. However, there is no regulation regarding this meeting or quorum in the TCC. If the articles of association do not contain any explicit regulations on this matter, according to an opinion in the doctrine, the provisions concerning the special meeting of privileged shareholders (Article 454 of the TCC) 10 should apply; whereas, another opinion defends that the provisions concerning the general assembly meeting is applicable 11 . Consequences of Violating Article 360 of the TCC Although Article 360 of the TCC is mandatory, violating manda- tory provisions causes annullability, nullity, or nonexistence, depend- ing on the nature of the violation. Violations referred to in Article 447 of the TCC and other similar reasons result in nullification 12 . If the reasons listed in this article or similar reasons do not exist, the decision of the general assembly is deemed to be an annullable decision, even if it is contrary to a mandatory provision. The 11th Civil Chamber of the Court of Cassation decided in the files regarding amendments to articles of association 13 that since such 10 Pulaşlı , p. 402. 11 Kırca , p. 434. 12 Article 447 – (1) General assembly resolutions that are of the below nature shall be deemed null and void: a) Limiting or removing shareholders’ unalienable rights such as the right to at- tend general assembly meetings, right to vote, right of action and statutory rights, b) Limiting the shareholders’ right to information, right to examination and right to inspection, unless otherwise allowed by the law, c) Damagıng the fundamental structure of the joint-stock company or breaching the provisions regarding maintenance of the capital. 13 E. 2013/16479, K. 2014/1014, 17.1.2014 and E. 2015/893, K. 2015/8774, 30.6.2015.