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Amendments to the Articles of Association
Attendance by a half plus one of the members shall constitute a
quorum. The resolutions will be adopted by the majority vote of
the members present and in case of a draw, the resolution will
be postponed to the next meeting.
In case of a second draw at this meeting, the proposal shall be
deemed rejected.
Providing no member requires a discussion, the Board may
adopt a resolution by way of the members’ giving their approval
in writing to a proposal made by one of them.
The debates and resolutions of the Board shall be recorded
in a minute book provided for the purpose and signed by the
Chairman and the members.
All expenses incurred by the members in connection with
attendance at the meetings of the Board shall be borne by the
Bank.
ARTICLE 13 – POWERS OF THE BOARD
The Board of Directors is responsible for the administration
of the Bank’s affairs and shall represent the Bank in and out of
court, being able to take all the actions necessary or convenient
for carrying out of the Bank’s purpose.
In particular the Board of Directors shall have the following
powers:
1. To exercise such powers as are included in these Articles of
Association,
2. To execute the resolutions of the General Meetings,
Board. It is not necessary that all approvals shall be on the same
document, the signatures may be obtained in counterparts. All
the pages containing approval signatures should be pasted in
the minutes book of the Bank or converted into a resolution
where signatures of all approving members should be affixed.
The Board of Directors shall be invited to meet by the Chairman
of the Board of Directors and in the absence of the Chairman
by the Deputy Chairman in such a way that the agenda thereof
would be provided and that a proper period of time would be
granted.
Meetings may be held both in Turkey and abroad.
Meetings will also be deemed validly held even without prior
notice when all the members are present and they unanimously
consent to the holding of the meeting.
The resolutions will be adopted by the majority vote of the
members present and in case votes in favour and against the
proposal are equal, the resolution will be postponed to the next
meeting.
If majority cannot be attained at the subsequent meeting as
well, the proposal shall be deemed rejected.
Resolutions of the Board of Directors signed by the Chairman
and the members shall be duly recorded in a certified minutes
book provided for that purpose.
All expenses, which have been approved by the Board in
connection with attendance at the meetings of the Board shall
be borne by the Bank.
Board members are paid remuneration as determined by the
General Meeting on an annual, monthly or per meeting basis.
ARTICLE 13 – DUTIES AND POWERS OF THE BOARD
OF DIRECTORS
The Board of Directors is responsible for the administration of
the Bank’s affairs and shall represent the Bank. The Board shall
be fully authorised to pass resolutions on all transactions and
operations covered by the scope of its objects and business
line, except for such powers and authorities as exclusively
granted to the General Meeting of Shareholders.
In particular the Board of Directors shall have the following
powers:
1-To exercise such powers as are included in
these Articles of Association,
2-To execute the resolutions of the General Meetings,