NEWSLETTER-2020-metin

21 COMMERCIAL LAW For a board of directors’ resolution to be null and void within the scope of this paragraph, the violated right does not have be “indispens- able.” Although this situation is particularly emphasized in the Article, violation or restriction of other rights of the shareholders may also result in the nullity of a board of directors’ resolution. Resolutions within the Scope of Non-delegable Authorities of other Bodies and Relevant to the Transfer of such Authorities Even though the Article uses the expression “other bodies,” the only body other than the board of directors in a joint stock company, is the general assembly. Therefore, it should be accepted that the Article refers to the resolutions adopted by the board of directors on mat- ters that fall within the scope of the non-delegable authorities of the general assembly. In accordance with Article 408 of the TCC, except those listed under other Articles, amendment of the articles of association, ap- pointment of board members, as well as the determination of their terms, remuneration and rights, such as honorarium, bonuses and premiums, resolutions on their release and dismissal, appointment and dismissal of the auditor, resolutions on financial statements, annual reports of the board of directors, disposals on annual profit, determina- tion of dividends and profit shares, use of the reserve funds, including their addition to the capital or distribution as profit, dissolution of the company and wholesale of a significant amount of company assets, are among non-delegable authorities of the general assembly. Other Reasons There may be other reasons for nullity since the reasons are not exhaustively listed under the TCC. According to the preamble of the Article, the nullity of a board of directors’ resolution shall be deter- mined in accordance with the general provisions 10 . Accordingly, reso- lutions of the boards of directors against morality, public order, per- sonal rights, and against the provisions that protect investors, creditors, and employees, shall be null and void as per the general provisions: 11 10 The Preamble of Article 391 of the TCC. 11 Üçışık, Güzin : “Türk Hukuku’nda Anonim Şirket Yönetim Kurulu Kararlarının