NEWSLETTER-2020-metin

16 NEWSLETTER 2020 environment is also convened with the majority of the members, and resolutions are taken with the affirmative votes of the majority of the attending members. Conclusion The TCC envisages two other means for the BOD members to convene aside form physical BOD meetings. These are the circulation method, and electronic meetings. If none of the BOD members request to convene a physical meet- ing, a BOD member may send his/her proposal in the format of a BOD resolution to the other members. Each member may print and sign this written proposal from their present environments. All signed copies are gathered together, and then added to the BOD resolution book. The circulation method is the easiest way to take a resolution when it is not possible to hold a physical meeting. However, an aggravated decision quorum applies since no physical meeting is convened, and according to which the affirmative votes of the majority of all BOD members must be taken. The second alternative to physical BOD meetings is electronic meetings. In order to conduct an electronic meeting, the articles of association of the company shall contain the related clause, 9 and the company shall establish an Electronic Meeting System, or secure sup- port services from a third party in this regard. Convenience of the ef- ficient participation to an Electronic Meeting System shall be proven through a technical report, and this report shall be registered and an- nounced by the trade registry. Additionally, the company shall satisfy the other conditions set forth under the TCC and the Communiqué, and shall offer all required means to the BOD members. 9 As explained above, pursuant to the declaration of the Ministry of Trade, even if the articles of association does not contain the related clause, companies may hold electronic BOD meetings via Electronic Board of Directors System by ob- taining support services from Merkezi Kayıt Kuruluşu A.Ş. during the Covid-19 pandemic. The articles of association may be amended in the subsequent general assembly meeting.