Is it time for a new approach in the cooptation practice? (cooptation as it is foreseen in art. 363/1 of the tcc)

Abstract

Legal term of cooptation is understood as the possibility of the organs of a juristic person to elect its own members. In case of joint-stock companies cooptation is foreseen in Art. 363/1 TCC and can be used to refill a vacated membership of the board of directors by the board itself. Institution of cooptation in turkish law is so far constrictive implemented. Cooptatiton is a tool to avoid lacking of organs of corporations. However; in turkish law it was and still is recognized and implemented as an instrument of completion of number of the board of directors in joint- stock companies. In our opinion the hitherto existing doctrine and practice on cooptation is questionable since we have a new commercial code. Due to the system of the new code and the purpose of the related article cooptation should be allowed, even if the board of directors consists of one person upon current vacancies.