NEWSLETTER-2020-metin

10 NEWSLETTER 2020 Two Alternatives to Physical Board Meetings: Circulation Method and Electronic Board Meetings* Att. Hazel Coşkun Baylan Introduction While the whole world is struggling with the Covid-19 pandemic, lockdowns and physical contact limitations are being imposed, the management and fast-paced decision-making processes of compa- nies should not be negatively affected, whilst the attendance to the decision-making processes should not be a threat to the health of the board members. Boards of directors (“BOD”) may use two alternative methods instead of holding a physical meeting. The first means is the circulation method, which allows to take a resolution without hold- ing a meeting, and the second is the electronic BOD meeting system, which was developed as a requirement for the digital age and for the management of multinational companies and allows to hold a meeting in a virtual environment. This article examines these two methods, showing how BOD members can make legally valid resolutions with- out physically convening. Circulation Method The first and easiest alternative to physical BOD meetings is to take BOD resolutions by using the circulation method without physical BOD meetings. The circulation method, as an exceptional decision- making procedure, is set forth under Article 390/4 of the Turkish Com- mercial Code (“TCC ”). Pursuant to this Article, if none of the board members request a physical meeting, a board member may propose on a certain issue that is written in the form of a BOD resolution. Then, the written proposal is conveyed to all BOD members, and if writ- ten approval of the majority of the total number of BOD members is obtained, and the proposal containing the related signatures is affixed * Article of April, 2020