Article 390 of the Turkish Commercial Code No. 6102 regulates the meeting and decision-making processes of the board of directors, unless the articles of association of a company provides otherwise.
According to the article, the members of the board of directors shall convene with the majority of the members and shall take resolutions with the majority of the present members at the meeting. The same rule applies to meetings held electronically.
Board of Directors’ members shall not vote for each other, and they shall not attend meetings by proxy.
In the event of a tie vote, the matter shall be referred to the next meeting. If the tie continues at the second meeting, the proposal in question shall deemed to be rejected.
In cases where a meeting is not requested, Board of Directors’ resolutions may be taken upon written proposal of a member on a specific issue with the written consent of at least a majority of the total number of members. The approvals are not required to be on the same sheet of paper. However, all approvals shall be attached in the Board of Directors’ Resolution Book, or they shall be converted into one resolution bearing the signatures of the approvers.
Lastly, Board of Directors’ resolutions are valid only if they are written and signed.