NEWSLETTER-2019-metin
28 NEWSLETTER 2019 one month hence. According to Çamoğlu, this is the minimum period granted in favor of the minority, and the meeting may be postponed for more than one month 7 . The second meeting to be held due to the absence of meeting or decision quorum in meetings where the amendments to the articles of association are discussed must be held within one month at the latest. Call for Meeting In the event of a postponement, the general assembly shall be called for the second meeting based on the call procedures stipulated in the law and/or in the articles of association. Pursuant to Article 11/1-e of the Regulation, the reason for postponement, as well as the meeting quorum, must be indicated in the announcements to be made and in letters to be sent to shareholders for this purpose. Article 10/3 of the Regulation expressly states that the provisions included in the call for the first meeting with respect to the call for the second meeting to be held in the event of failure to meet the quorum, are invalid. Paragraph 4 of Article 10 of the Regulation, which concerns the call, provides a special regulation for the postponement of the discus- sion of the financial statements upon the request of the minority, and states that the companies obliged to set up a website must publish the announcement to be made on the website no later than five days after the date of the postponement decision. Quorums to be applied According to Article 418/1 of the TCC which regulates the ordi- nary meeting quorum in general assembly meetings, if the shareholders or their representatives corresponding to one quarter of the capital, at a minimum, are not present in the first meeting, no quorum is required for the second meeting to be held. Whatever the amount of capital they represent, the shareholders or their representatives present at the second meeting are authorized to negotiate and decide. Decisions shall be taken with the majority of the votes of those who are present at the meeting. On the other hand, Article 421 of the TCC, which regulates meet- ing and decision quorums for the amendment to the articles of associa- tion, if at least one-half of the capital is not represented in the first meeting, the required meeting quorum for the second meeting is the 7 Çamoğlu (Poroy/Tekinalp) , p. 521.
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