Dismissal of A Board of Directors Member In Joint Stock Companies In The Framework of General Assembly Agenda

The general meeting has absolutely a specific authority to remove members of the board of directors according to general assembly agenda at the existence of just causes. (Turkish Commercial Code “TCC” 364/1) For validity of dismissal, in case of removal stated in general assembly agenda, the dismissal does not require any grounds. But in this situation, the compensation right of board member is reserved (TCC 364/2). A board member may have a right to claim damages for the remaining term of office following his/her dismissal, in case the dismissal is to be considered to have taken place on unjustified grounds or dismissal on an improper time. In case of dismissal according to just cause and any removal article in general meeting agenda, the absence of the grounds causes the invalidity of general meeting resolution. Resolutions of the general meeting for dismissal are by majority of the shares represented according to general quorum (TCC 418) unless the statutes otherwise provide