I. Ordinary Meeting Of The General Assembly

A. The Time

The ordinary meeting is held within three months from the end of each activity period. Accordingly, general assembly meetings, in companies whose accounting period is calendar year are held within the first three months of the year (1 January-31 March) , and in companies which has special accounting period are held within three months following the day end of the accounting period.

B. Agenda

In this meeting;

  1. the selection of organs,
  2. financial statements,
  3. the annual report of the board of directors,
  4. the way the profit is used,
  5. to determine the proportions of profit and dividend shares to be distributed,
  6. with the release of the members of the board of directors
  7. other matters related to the activity period and considered necessary 

Negotiations are made regarding the issue and a decision is taken (TCC[1]. m. 409/1), (Regulation[2] art. 7/1, a).

II. Extraordinary Meeting Of The General Assembly

A. The Time

Contrary to the ordinary general assembly meeting, it is held when situations that require the meeting to be held for the company arise (Regulation Article 7/1, b). In the words of the law, the general assembly is called for an extraordinary meeting “if necessary” (TCC. article 409/2).[3]. There is no number and time limit for this meeting. It can be done a few times a year, depending on the need, or it may not be done at all for years.[4].

B. Agenda

Unlike the ordinary general assembly meeting, the extraordinary general assembly meeting does not have a legally determined agenda. The issue that necessitates the meeting will also constitute the agenda of the meeting .[5].

III. Privileged Shareholders Special Committee Meeting

Privileged ; It is a superior right granted to the share in rights such as dividend, liquidation share, priority and voting right, or a new shareholding right not stipulated in the law (TCC. Art. 478/2). Some shares may be privileged with the first articles of association or by amending the articles of association. (TCC. m. 478/1). In order for a general assembly resolution to subsequently abolish or restrict the rights granted to the shares granted privileges in this way to be implemented, the aforementioned shareholders must hold a special meeting and approve this amendment.[6].  There are as many privileged shareholders special committee as there are privileged shareholders groups. For instance, in a joint stock company, if some shares are privileged for dividends, some for priority, and some for voting rights, it means that three (profit, priority, vote) privileged shareholders special committee has been formed in this joint stock company. Here, the privileged shareholders special committee meeting is the meeting held with the participation of only the privileged shareholders in order to approve the amendment of the articles of association in accordance with Article 454 of the Law, in case the general assembly decides to change the articles of association in a way that will limit the rights of the privileged shareholders (Regulation art. 5/1, c). The representative of the Ministry is also present at the special committee meeting and signs the minutes (TCC. article 407/3). In the general assembly meeting where the amendments to the articles of association that violate the rights of the privileged shareholders will be discussed, if the privileged shareholders or their representatives, who have at least sixty percent of the capital representing the privileged shares, are present at the meeting and the majority of them vote positively for the amendment of the articles of association in the general assembly, a special committee meeting is not held (Regulation art. 5/2).

A. The Time

The board of directors calls the special committee for a meeting within one month following the announcement of the general meeting decision at the latest. Otherwise, each privileged shareholder may request from the commercial court of first instance where the headquarters of the company is located, within fifteen days, starting from the last day of the calling period of the board of directors. (TCC. art. 454/2). If the special committee cannot be convened within the time limit despite the call, the general assembly resolution is deemed to have been approved (TCC art. 454/5).

B. Agenda

While the privileged shareholders’ special committee is called for the meeting, the agenda will be one of the following: the decision of the general assembly to amend the articles of association, to authorize the board of directors to increase the capital and to determine whether the decision of the board of directors regarding the increase of the capital violates the rights of the privileged shareholders. If it is concluded that the rights of the privileged shareholders have been violated, the decision is stated with a reasoned report (TCC art. 454/3). If it is determined that there is a violation, the said general assembly decision will not be implemented (TCC art. 454/1). The board of directors may file a lawsuit for the annulment of the general assembly resolution and the registration of the general assembly resolution against the decision of the special assembly, on the grounds that the said resolution of the general assembly does not violate the rights of the shareholders, within one month from the date of the decision, in the commercial court of first instance where the headquarters of the company is located. The action for annulment is directed against those who cast negative votes for the approval of the general assembly resolution (TCC art. 454/7,8).

[1] 6102 number Turkish Commercial Code (RG., T. 14.02.2011, S. 27846).

[2] Anonim Şirketlerin Genel Kurul Toplantılarının Usul Ve Esasları İle Bu Toplantılarda Bulunacak Bakanlık Temsilcileri Hakkında Yönetmelik (RG., T. 28.11.2012, S. 28481).

[3] Tamer Bozkurt, Ticaret Hukuku, C.II, Şirketler ve Kooperatifler Hukuku, İstanbul, 2012, s. 232.

[4] Mehmet Bahtiyar, Ortaklıklar Hukuku, İstanbul, 2012, s. 131.

[5] Fatih Bilgili ve Ertan Demirkapı, Şirketler Hukuku, Bursa, 2013, s. 268.

[6] Bozkurt, s. 328.

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