32 NEWSLETTER 2021 Resolutions Restricting Shareholder Rights of Obtaining Information, Inspection and Audit Beyond the Limits Allowed by the Law Besides the exceptions set out under the TCC, resolutions restricting the shareholders’ right to obtain information and demand inspection, or restricting lawsuit rights to that end, or providing that information will not be supplied to certain shareholders, shall be deemed null and void. Resolutions Deteriorating the Fundamental Structure of the Joint Stock Company or Violating the Principle of Protection of Capital The preamble of the Article6 makes a reference to the preamble of Article 391 of the TCC7, which regulates the null and void resolutions of the board of directors on this basis. Accordingly, resolutions setting general rules of law that are contrary to the mandatory provisions are invalid. Resolutions that are contrary to the definition of a joint stock company, to shareholders’ rights and obligations, or to the organizational structure of the company, are in breach of the main structure. Examples of this would be the resolutions that violated the non-delegable authorities of bodies, burdened the shareholders with covering the loss of the company except for the exceptions stated under the law, or provided interest to the capital paid by the shareholders. Another example would be a resolution that delegated the authority to appoint and dismiss members of the board of directors and auditors to another body or certain shareholders. Issuing shares without a nominal value would also be deemed null and void.8 In terms of the principle of the protection of capital, resolutions that are in breach of the provisions where this principle is established, 6 The preamble of Article 447 of the TCC. 7 For detailed information about the null and void resolutions of the board of directors, see Çetinyılmaz, Ecem: “Null and Void Resolutions of Boards of Directors in Joint Stock Companies”, Erdem & Erdem Newsletter, December 2020, http:// www.erdem-erdem.av.tr/en/insights/null-and-void-resolutions-of-boards-of-directors-in-joint-stock-companies (Access date: 22.01.2022). 8 Üçışık/Çelik, p. 346; Pulaşlı, p. 374.
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