NEWSLETTER-2020-metin

11 COMMERCIAL LAW to the BOD resolutions book, such written proposal becomes a valid BOD resolution. BOD members may negotiate the proposal among themselves by a phone call or a videoconference. However, none of the BOD mem- bers shall request to hold a physical BOD meeting in order to obtain a valid BOD resolution by using the circulation method. If any BOD member requests a physical meeting, this method may not be used to take a resolution. Signatures of BOD members are not required to be on the same sheet of paper upon which the resolution is typed. BOD members may print the resolution that has been drafted by the BOD member who made the proposal, from their present environments, such as in their homes, offices or any other place (i.e. countersigning). As well, provided that the proposal is uploaded to an electronic BOD meet- ings system, it can also be signed by secure electronic signature in an electronic BOD meetings system. Nevertheless, collecting all signed resolutions from each board member, and affixing them to the BOD resolution book is a condition of validity. Electronic Meetings of the Board of Directors Another alternative to physical BOD meetings is to convene an electronic meeting. By holding an electronic BOD meeting, participa- tion of all BOD members in the electronic meeting anywhere around the world is secured. On the other hand, if the meeting will be a physi- cal one, then some BOD members may participate in such meeting by using an electronic BOD meeting system. Electronic BOD meetings are designated under Article 1527/2 of the TCC, whereas its procedures and principles are regulated by the Communiqué on Electronic Meetings of Equity Companies Except General Assemblies of Joint Stock Companies 1 (“Communiqué”). Following the companies’ fulfillment of the terms and conditions to convene an electronic BOD meeting as designated by the law, and the establishment of an electronic meeting system (“Electronic Meeting 1 OG, No. 28396, 29.08.2012.