In short
A board resolution is not a general-meeting resolution. An annulment action looks at the general-meeting minute. A board resolution is read for nullity, or for the director's liability. The minutes of the two organs are not stuck onto the same petition. The reading starts with the name of the organ in the minute. The signature block shows whom the resolution belongs to.
How the minute shows the organ
The signature and the name of the organ in the minute show whom the resolution belongs to. A decision of the members of the board of directors is not the vote of the shareholders in general meeting. A managers' board is not treated as the same board as the board of directors of a joint-stock company. A limited company has managers. A joint-stock company has a board of directors. The name of the action is not chosen before the heading of the minute makes that distinction.
The subject of the resolution may be a transaction that exceeds the power of representation. The excess does not carry the conditions of annulment of a general meeting onto this minute. The party to the transaction is read from the contract. If the signature in the contract and the resolution in the board minute do not say the same thing, each stays in its own document. A claim of excess is not built before the authority document and the contract are placed side by side. The agenda of the general meeting is not the petition for this excess.
Does nullity treat every resolution as non-existent?
A board resolution contrary to a mandatory rule is discussed for nullity. Nullity does not by itself treat every disliked commercial decision as non-existent. The provision that is discussed is shown from the minute. A commercial choice that is disliked is not written as if it were a breach of a mandatory rule. Which sentence is treated as a grave breach is read together with the text in the minute. This text does not declare every breach to be nullity.
The director's liability is not built as another name for the annulment action. Liability looks at the loss, and at showing from the minute by whom the resolution was taken. Without the minute, liability is not treated as having arisen from a general sentence of complaint. Even if the page in the resolution book and the transaction that is objected to carry the same date, the name of the organ is separated first. The wrong organ does not take the place of the right minute.
Is a managers' board the same organ?
A managers' board and a board of directors are not the same organ. Removal of a manager is not annulment of a board resolution. Removal ends the office. The capacity of shareholder, or a board resolution, does not by itself turn into the same lawsuit with that removal. Which minute is in hand is read from the document before the name of the organ in the petition. If the organ in the document conflicts with the organ in the petition, the document is taken as the basis.
Annulment of a general-meeting resolution is in a separate place. The time limit and the jurisdiction distinction in that place are not rebuilt here. The reader first separates which organ the minute in hand belongs to. The time limit is not frozen in this text as a number of days. The competent place is not written from the district where the office stands either. The conditions of a request for annulment stay in the place that looks at the general-meeting minute.
If the authority document conflicts with the minute
If the authority document and the board minute conflict, the transaction is read from the signature in the contract and from the limit in the document. The minute does not make unlimited an authority that is not in the document. The agenda of the general meeting is not treated as having widened that limit either. A claim of excess is not built before the contract, the authority document, and the board minute stand side by side. The name of the organ is separated before these three. A managers' board minute is not tied to the same petition as if it were a board resolution of a joint-stock company.
A sentence of removal does not take the place of the discussion of nullity. Nullity is discussed in grave cases, such as a breach of a mandatory rule, and by showing the provision in the minute. A disliked commercial choice does not rise to that weight by itself. The time limit and jurisdiction stay in the place that belongs to annulment of a general meeting, and they are not frozen here as a day. Liability is not another name for the annulment action either. A sentence of liability is not built before the loss, and by whom the resolution was taken, are shown from the minute.
Which minute is separated
A board minute is not treated as an annex to an action to annul a general meeting. Counsel in Ankara separates from the file that the office being in Çankaya does not change the organ or the competent place. The district of the office address does not rewrite the heading of the minute. The organ is read from the document. The frame that separates a board resolution from annulment of a general-meeting resolution and from removal of a company manager stands on the commercial law page.
Conclusion
A board resolution is not the subject of an action to annul a general meeting. Nullity and liability are read separately. A managers' board is not treated as the same organ. The distinction of time limit and jurisdiction is not frozen here. The basis is the Turkish Commercial Code No. 6102.