Management and representation

a) Managers

• A partnership's management and representation are drawn up by the articles of association. The management and representation of the partnership may be delegated to (a) one or more partner(s) titled as "manager” or (b) all partners or (c) third parties. At least one partner must have the authority to manage and represent the partnership.
• In the case where one of the managers is a legal entity, a real person is elected to perform duties on behalf of the legal entity.
• The managers are entitled to adopt resolutions and execute them regarding the management of the partnership except for matters which are reserved to the authority of the general assembly according to law or the articles of association.
• In the case where the partnership has more than one manager, one of them is appointed as chairman of the board of manager regardless of the fact this manager is shareholder or not.
• The chairman or the manager (in case of one manager) has the authority to:
• Request for a general assembly to be held,
• Conduct of the general assembly meetings,
• Make all announcement and declarations in cases otherwise adopted in the general assembly or otherwise stated in the articles of association.
• In the case of more than one manager, the decisions are taken with the majority of votes. If there is a tie, the chairman's vote is predominant. The articles of association may include provisions regarding the adoption of resolution of managers.

b) Duties, authorities and liabilities

(i) Non-delegable and indispensable duties

The managers are authorized for all matters except for the matters which are reserved to the general assembly in accordance with laws or articles of association. The manager cannot delegate or refrain from the following authorities and duties:

• Directing and managing the partnership and giving instructions where necessary,
• Determining the management organization of the partnership within the framework of law and articles of association,
• Establishing the necessary system for accounting and internal audit as well as financial planning (the financial planning mechanism is established to the extent required for the management of the partnership),
• Supervising whether or not the persons in charge of management, act in accordance particularly with law, articles of association, internal regulations and instructions,
• Establishing risk identification and a management committee for partnerships with an exception for small sized partnerships,
• Preparing the financial statements, annual report and consolidated financial statements and the annual report of the group of companies where necessary,
• Organizing general assembly meetings and enforcement of general assembly resolutions,
• Notifying the court regarding the partnership's state of excess of liabilities over assets.

The articles of association may require manager(s) to bring certain resolutions and specific matters to the general assembly. The approval of the general assembly on these resolutions may not eliminate or limit the responsibility of managers.

(ii) Care and loyalty duty, non-compete obligation

In accordance with the new TCC the managers and third parties in charge of management are under liability to perform their duties with due care and to protect the company's interests in good faith.

Managers cannot conduct activities competitive with the activities of the partnership unless otherwise stated in the articles of association or permission is granted by the other partners for such activities in a written form. The articles of association may stipulate the approval of the general assembly instead of the approval of partners.

Managers are subject to loyalty duty as required for partners.

(iii) Equal treatment

Managers must treat all partners equally under similar conditions.

c) Scope of and restrictions on authority to represent

The provisions with regard to joint stock companies (such as the scope of management representation authority, restrictions of authority, determination of persons authorized for signature, the form of signature and registration and announcement of all these matters) are applied in the LLC.

d) Dismissal or restriction of authority for management and representation

The general assembly may dismiss the managers or restrict their management and representation authority. Each partner may request from the court the removal of the management and representation authority of managers in cases where there is a valid reason.

Activities such as (a) noncompliance of managers with loyalty duty (b) unfulfilled liabilities as required by laws and articles of associations or (c) lack of qualifications required for the good management of the partnership may be considered as valid reasons.

The manager who has been removed from the duty has indemnity rights.

e) Tortious liability

A partnership is liable for tortious acts which are committed by the person authorized for the management and representation of the partnership while conducting assigned duties regarding partnership business.