SSS · Corporate Secretarial

Is a meeting mandatory for board of directors’ resolutions?

No — a physical meeting is not required for every board resolution. Under Article 390(4) of the Turkish Commercial Code (No. 6102), provided no member asks for a meeting to be held, a resol…

Updated · July 20261 min readCategory · Corporate Secretarial
Short answer

No — a physical meeting is not required for every board resolution. Under Article 390(4) of the Turkish Commercial Code (No. 6102), provided no member asks for a meeting to be held, a resolution can be adopted by circulation: one member puts the proposal in the form of a resolution, and the written approval of a majority of the full number of members is obt…

No — a physical meeting is not required for every board resolution. Under Article 390(4) of the Turkish Commercial Code (No. 6102), provided no member asks for a meeting to be held, a resolution can be adopted by circulation: one member puts the proposal in the form of a resolution, and the written approval of a majority of the full number of members is obtained.

Resolutions taken that way still have to be entered in the resolution book and signed in proper form; the method changes how consent is gathered, not the record-keeping. We establish which decisions can be taken by circulation and which genuinely need a meeting, and set up the signature and resolution-book arrangements to match. Directors in different countries can then decide in a way that is both valid and able to withstand an audit. The articles can also be amended to allow meetings to be held electronically.

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