Formation and Convening of the General Assembly in Joint-Stock Companies,
Joint-stock companies have a specific organizational and management structure due to their partnership structure. One of the most important elements of this structure is how the general assembly is formed and convened. In this article, we will discuss the formation of the general assembly in joint-stock companies, meeting processes and issues to be taken into consideration in articles.
1. Definition of General Assembly
The general assembly is the highest body where the partners of a joint-stock company come together and make important decisions. The management, audit and important strategic decisions of the company are taken in these meetings.
2. Formation of the General Assembly
a. Determination of Partners
The general assembly is formed by the partners of the company. The number of partners varies according to the size of the company and the distribution of shares.
b. Determination of Representatives
If a partner cannot attend the meeting, he/she can be represented by another person by appointing a proxy. A proxy is required to transfer the authority to vote at the meeting.
3. Types of General Assembly Meetings
a. Ordinary General Assembly
Ordinary general assemblies are meetings that must be held regularly every year. The company’s annual activity report, balance sheet and profit distribution policy are usually discussed at these meetings.
Example: A joint stock company convenes its ordinary general assembly every March to evaluate the previous year’s financial situation.
b. Extraordinary General Assembly
Extraordinary general assemblies are convened in emergencies and to discuss special issues. These meetings are held for important events that affect the company’s operation (for example, mergers, divisions or changes in management).
Example: A company may convene an extraordinary general assembly to discuss a new investment project.
4. General Assembly Meeting Convening Process
a. Announcement of Meeting
The date, time and place of the meeting must be notified to all partners in writing. The announcement is usually published on the company’s website or in the official gazette.
b. Determination of Agenda
The issues to be discussed at the meeting must be determined in advance and communicated to the partners. The agenda regulates the flow of the meeting and clearly states which issues will be discussed.
5. Meeting Quorum
A certain participation rate must be achieved for the general assembly meeting to be valid. For joint stock companies, this rate is usually the majority of the partners.
Example: It is stated that at least 50% of the partners must be present at the general assembly of the company.
6. Voting and Decision Making
The decisions taken at the meeting are determined by voting. The voting method can usually be done openly or secretly. Voting procedures are regulated according to the company’s articles of association.
a. Use of Voting Rights
Partners have the right to vote according to the percentage of their shares. Voting rights represented by shares play a decisive role in decision-making processes.
7. General Assembly Minutes
A minute must be prepared after the meeting, recording the decisions taken and the discussions held. This minute is an important document to be referenced in future processes.
