Change of Manager in Site Management, Oversight and Accountability

1. Introduction: Trust, Transparency, and Accountability in Site Management

Modern residential and commercial complexes collect thousands of liras in maintenance fees and provide numerous services ranging from cleaning and security to swimming pools and parking. In a structure with such a high volume of money and service traffic, management changes, oversight , and accountability are of vital importance.

The main questions from the perspective of property owners are as follows:

"Did the former manager use the membership fees correctly?"
"Does the new administration know the debts and receivables it inherited?"
"How and when is a manager required to disclose income and expenses?"
"Does the authority to audit rest solely with the auditor, or can the property owners also conduct direct inspections?"

The legal basis for these questions the Condominium Law (KMK), the Turkish Code of Obligations, and related legislation. The KMK outlines the basic framework with provisions such as the appointment of the manager (Article 34), their duties (Articles 35-37), their responsibility and accountability (Articles 38-39), and the supervision of the management (Article 41).

2. Legal Framework

Basic standards regarding site and apartment management:

Law No. 634 on Condominium Ownership (KMK)
- Article 34: Appointment of the Manager
- Articles 35–37: Manager's duties, bookkeeping, business plan
- Articles 38–39: Responsibility and accountability
- Article 41: Supervision of the administration
Turkish Code of Obligations (TBK)
- The manager's legal position, "similar to a power of attorney," includes duties of care, accountability, and loyalty.
Turkish Civil Code (TMK)
- General provisions regarding condominium ownership, co-ownership principles, representation, and dissolution of partnerships.
Site-specific management plan, general assembly decisions, and special regulations for collective buildings.

If a manager acts contrary to these norms, they may incur both civil liability for damages and, in certain cases, criminal liability .

3. Legal Status of the Site Administrator: Appointment, Term of Office and Powers

3.1. Who is the Manager?

According to the Condominium Law, apartment owners are responsible for the management of the main property:

one person from among themselves,
Or a third party from outside, or a professional management company

a manager . If a three-person board is elected, this board is called the "board of directors"; however, legally, the provisions regarding "managers" also apply to this board.

3.2. Cases Where Appointing a Manager is Mandatory

The law mandates the appointment of a manager in main properties with eight or more independent units . In buildings with fewer than eight independent units, the appointment of a manager is optional; unit owners can choose to elect a manager or assume management themselves

3.3. How are managers selected?

General rule:

the homeowners' association meeting,
a majority vote based on the number of people and their share of the land .

Election decision:

It should be written in the minutes book
It must be signed along with the attendance list
The manager's name, surname/title, and address must be clearly stated.

The director is typically for a one-year term ; however, a longer term may be stipulated in the management plan. They may be re-elected at the end of their term.

4. Management Change: When and How to Do It?

Management changes can occur in two ways:

When "it's already time for change" during a regular election period,
When there is dissatisfaction with the administration or when serious legal violations are observed, the need for "early change" arises.

4.1. Change of Management at the Ordinary General Assembly

According to the Condominium Ownership Law, the board of condominium owners holds a regular meeting at least once a year. The agenda of this meeting includes:

Discussion of activity and financial reports,
Approval of the budget and operating project
Election of the manager (and auditor, if applicable)

It must be included.

For a change of manager:

The meeting invitation must be made in accordance with the deadlines and procedures
The election of a leader should be clearly on the agenda
A quorum must be reached for the meeting
A new leader should be elected by open or secret ballot
The minutes book must clearly state that the former director's term has ended and that a new director has been elected.

4.2. Change of Management via Extraordinary Meeting

In some cases, homeowners may want to change the management without waiting for the regular meeting:

Services not being provided despite membership fees being collected,
The manager's avoidance of accountability,
Expenditures that raise serious suspicions,
Clearly contrary to the will of the property owners.

In these cases:

A specific majority of the property owners (usually more than half in terms of number and land share) can request an extraordinary meeting
The meeting is held according to the procedure in the management plan
A change of management is also added to the agenda
And the new manager is elected using the same method.

Regulations and management plans may specify details such as the call method, announcement, and notification period.

4.3. Appointment and Replacement of Administrators by the Court

Apartment owners:

If the administrator cannot be elected,
If the elected manager is not performing their duties,
If the disagreement has become serious,

One of the property owners can apply to the civil court the appointment or replacement of a building manager .

The manager appointed by the court is also subject to the provisions of the Condominium Ownership Law; accountability and auditing obligations apply in the same way.

4.4. Notification of Management Change and Official Procedures

After the manager was changed:

The new building manager's information should be posted at the apartment entrance.
New administrators/board members should be authorized to manage the site accounts at the bank, and previous signing authorities should be revoked
Service providers (security company, cleaning company, elevator maintenance company, natural gas-electricity companies, etc.) should be informed
If applicable, contracts with professional management companies should be terminated or amended
Changes to legal representation and service addresses in ongoing cases must be reported to the courts.

If these procedures are not followed, the former manager may still appear to be in a position of authority, potentially leading to future disputes over responsibility.

5. Summary of the Manager's Duties and Responsibilities

5.1. Daily Management Tasks

Article 35 of the Condominium Law outlines the duties of the manager in general terms. These are summarized as follows:

Implementation of decisions of the homeowners' association,
Taking the necessary measures for the appropriate use, preservation, maintenance and repair of the building
Insuring common areas,
Collection of membership fees and advances,
Making payments related to administration,
Acceptance of notifications concerning the main property,
Taking the necessary steps to avoid missing deadlines and losing rights.

5.2. Obligation to Keep Records and Retain Documents

According to Articles 36-37 of the Condominium Law, the manager is:

Recording the decisions of the homeowners' association, summaries of warnings and notifications, and income and expenses in a designated management ledger in chronological order
This ledger must be notarized at the end of each year
Organizing and storing documents such as invoices, receipts, and contracts
They are obligated to prepare an operating plan (budget) for each year and inform the property owners.

Failure to keep records, or keeping them improperly, undermines accountability and increases the manager's responsibility.

5.3. Responsibility and Accountability as an Agent

According to Article 38 of the Condominium Law, the manager is liable to the condominium owners in an agency relationship. This is in line with the agent's responsibilities under the Turkish Code of Obligations:

duty of care,
The duty of loyalty,
accountability and the obligation to follow instructions

It carries content that is parallel to that.

Article 39 of the Condominium Ownership the accountability : The manager is obliged to submit the income and expenditure account to the board of condominium owners in the periods specified in the management plan; if no such specification exists, this must be done in the first month of each year. Furthermore, the manager is also obliged to present accounts outside of these periods if half of the condominium owners so request.

6. Oversight of Management: Oversight by Property Owners, Auditors, and the Judiciary

6.1. The Supervisory Authority of the Owners' Assembly

The homeowners' association is the highest governing body of the site. It has the authority to make decisions, elect and dismiss the management, approve the budget, and an oversight function .

Each homeowner:

The management ledger,
Income and expense statements,
Contracts and documents

Management may wish to review the information within reasonable timeframes. Management cannot completely prevent this review on grounds such as "trade secrets"; transparency is essential, provided that personal data or security requirements are taken into account.

6.2. Auditor or Audit Board

In many sites, an auditor or audit committee is elected through the management plan or by a general assembly resolution . The auditor;

Expenditures made during the year,
Affordability,
Whether the ledgers were kept properly

It examines the case and submits a written report to the general assembly.

This report plays a decisive role in whether property owners approve or reject the management. The auditor should be independent, impartial, and possess technical knowledge, and ideally, someone experienced in financial matters.

6.3. Article 41 of the Condominium Law: Supervision of Management

Article 41 of the Condominium Law contains provisions regarding the supervision of management. In essence:

Property owners can have the manager's accounts and documents examined
If necessary, the court hold them accountable and oversee the proceedings .
Judicial oversight is possible against administrations that lack transparency and evade accountability.

The audit of the management may come up not only at the general assembly meeting, but also during the year.

7. Scope and Limits of Accountability

7.1. Periodic Accountability

The manager shall, in each accounting period:

Initial cash and bank balances,
Dues collected during the period, late payment penalties and other income,
Expenses incurred (personnel, energy, maintenance and repair, insurance, cleaning, security, technical services, etc.),
Cash/bank balance at the end of the period, including any debts and receivables

a detailed financial report .

This report:

It should be read at the general assembly
The auditor's opinion should be sought if necessary
Property owners must discuss and decide by vote whether or not to approve the management

7.2. Interim Accountability

The Condominium Ownership Law imposes an obligation on the building manager to present accounts even outside of the regular accounting period , if requested by half of the apartment owners .

This situation is particularly:

Major maintenance and repair projects,
Elevator renovation, exterior wall insulation,
High-value security or landscaping contracts

Such extraordinary expenses gain importance in the historical records. The questions from property owners, such as "How much money do we have in our treasury right now, and at what price did you agree on a particular project?", fall under the management's obligation to "account".

7.3. Documented and Transparent Accountability

Accountability:

Not just a list of numbers,
Each item must be described with supporting evidence such as invoices, receipts, and contracts

Items such as "cash deficits" or "undocumented expenses" may lead to the manager being held personally liable for damages in the future. In legal practice, there are numerous examples where managers have been held personally responsible for expenses they could not document, and the deficits in the cash register have been recovered from the previous manager. (Without giving specific case numbers here, it can be said that the prevailing case law mandates that managers provide transparent and documented accounts.)

7.4. Relationship with the Institution of Discharge

The general assembly may discharge the management after reviewing the financial report . The discharge resolution limits the manager's liability for that period to a certain extent; however:

If there is gross negligence, fraud, or concealed items in the accounts,
It can be argued that the acquittal decision is flawed and its annulment can be requested
Discharge from liability is not binding in terms of criminal responsibility.

Therefore, even if a decision of acquittal has been made, legal and criminal liability may still arise in cases of serious irregularities.

8. Handover During Management Change: The Accountability and Handover Obligations of the Former Management

The most critical stage in a management change is the handover from the old management to the new . This process prevents potential conflicts in the future.

8.1. Documents and Records to be Submitted

The former manager must hand over at least the following to the new manager:

Administrative records and notarized annotations by year ,
All invoices, receipts and contracts,
Bank statements, cash count reports,
List of apartment owners, contact information, and lists of outstanding dues
Documents relating to ongoing lawsuits and enforcement files, power of attorney relationships,
Personnel files, social security records, employment contracts,
Elevator maintenance contracts, contracts with security and cleaning companies,
Management plan and general assembly resolutions.

The handover must be documented with a signed handover report

8.2. Determination of Cash and Bank Transfers

As soon as the new administration took office:

We need to do a cash count
Bank account balances must be confirmed in writing by the bank
The resulting figures in the handover protocol .

If:

If there is a difference between the cash balance shown in the ledgers and the actual cash balance,
If the money in the bank account is less than the balance shown in the records,

This situation should be documented in the protocol, and an explanation should be requested from the former manager. If the explanation is not satisfactory, for accountability and compensation may be filed in the civil court.

8.3. Liability Risks for the Former Manager

Former manager:

From all accounts relating to the period he served ,
From undocumented or unjustified expenses,
Actions that are contrary to the management plan, general assembly resolution, or law

is responsible.

For example:

Keeping the membership fees in your own personal account,
with one's own company or companies owned by relatives far above market rates,
Undertaking high-cost projects without obtaining authorization from the homeowners' association
Borrowing money from the cashier for a long period without repayment

Such actions can give rise to both civil liability for damages and, if the conditions are met, "breach of trust" .

9. Remedies Available in Case of Violation of Audit and Accountability Obligations

9.1. Dismissal of the Board and Election of a New Board

Management:

If he evades accountability,
If he keeps the notebooks and documents,
If they exhibit gross negligence or deliberate mismanagement,

The homeowners' association dismiss and elect a new one through an ordinary or extraordinary meeting.

This step is a crucial first step, especially for professional management companies/managers who consistently cause problems.

9.2. Accountability and Audit Cases in Civil Courts

If the management does not act transparently, the property owners:

Accountability case in the civil court ,
A debt collection/compensation lawsuit to oversee the management and hold the former management accountable .
Appointment of a new manager through the courts, if necessary.

They can resort to these methods.

The court, based on expert examination:

Whether the ledgers are kept properly,
Whether the expenses are documented or not,
Compliance with market conditions and adherence to the management plan

By examining the situation, it determines the manager's responsibility.

9.3. Possibility of Application from the Perspective of Criminal Law

Executive:

If he embezzles the membership fees,
If he intentionally causes harm to the property owners by preparing forged documents,
If he uses the money entrusted to him for purposes other than its intended use,

These actions criminal law (especially breach of trust, forgery, etc.). In this case, the property owners:

You can file a criminal complaint with the public prosecutor's office
In addition to criminal proceedings, the plaintiff can also seek compensation for damages through civil lawsuits.

10. Example Scenarios in Practice

Scenario 1: Former Manager Who Kept the Membership Fees in His Own Account

The former manager used their personal bank account instead of the one opened in the site's name, and the dues remained in this account for a long time. At the time of the handover, there was both a cash deficit and significant expenses that were not supported by invoices.

Legal assessment:

Since the manager is responsible like an agent, collecting the dues in their own account is inherently a risk factor.
Expenses incurred without invoices or documentation cannot be considered as having been made "on behalf of the site"; the administrator may be held personally responsible for these items .
The new administration can first file an accountability and debt (compensation) lawsuit in the civil court ; and if the conditions are met, they can file a criminal complaint with the prosecutor's office.

Scenario 2: Management Change Without a Handover

The general assembly has elected a new board of directors; however, the former board member is refusing to hand over the accounting, documentation, and banking responsibilities. Membership fee collection is still being handled by the former board member.

Legal approach:

This situation constitutes a clear violation of the will of the apartment owners and the Condominium Law.
The new management can have the previous authorizations revoked by presenting the bank with the general assembly resolution and documents related to the power of representation.
If the former executive refuses to hand over the documents, a court compel them to hand them over and be held accountable .
A delayed handover does not delay the new administration's assumption of office, but rather increases the responsibility of the former administration.

Scenario 3: High-Value Contracts and Audit Demands

The management has entered into very high-value security, landscaping, or maintenance contracts without obtaining explicit authorization from the homeowners' association. Dues have increased, but the homeowners are unaware of these contracts.

Legal solution:

Property owners may request the interim financial statement and the disclosure of contracts with at least a half majority.
If the management fails to disclose these details, an extraordinary general assembly can be called to change the management.
If necessary, legal action can be taken to control and cancel the contracts .
If high-value contracts are found to be contrary to the management plan and general assembly decisions, or even to involve a conflict of interest, the manager may be held liable for compensation.

11. Practical Checklist for Application

New Manager Takes Office

Check that the general assembly resolution has been properly recorded in the minutes book.
Obtain the signature certificates and delegate authority for the bank accounts immediately.
Obtain all ledgers and documents from the previous administration along with a signed handover protocol.
Physically count and record the cash and bank balances.
Request a written list of ongoing lawsuits and enforcement files from the lawyer/previous administration.
Review employee contracts and social security records.
Review maintenance and service contracts for elevators, fire safety, security, cleaning, etc.; identify those that have expired or are deemed problematic.

From the Perspective of Apartment Owners

Make sure to add the following items to the general assembly agenda: financial report, audit report, and election of board members .
Don't hesitate to request the financial report and the auditor's report before the meeting.
Ask questions about undocumented or unrecorded expenses and ensure they are documented.
If you have any doubts, request an investigation through an extraordinary meeting or judicial means.
Conduct a compliance audit of the management plan and the Condominium Law for unnecessary expense items and luxury expenditures.

12. Conclusion: Strong Oversight and Clear Accountability for Healthy Site Management

Site and apartment management is not just about collecting dues and arranging cleaning. In these buildings where hundreds, sometimes thousands of people live:

Management change,
The control mechanism and
Accountability

It has both a legal and a sociological function.

A government that is not transparent, not accountable, and not open to scrutiny:

It undermines trust among property owners
It makes collecting membership fees more difficult
It makes litigation and complaint processes inevitable.

In contrast, management companies that keep their books in order, document expenditures, submit financial reports on time, and are open to questions from property owners, reduce their legal risks in the long run and improve the quality of life in the complex.

In summary:
For peace and order in site management, proper procedures for manager changes, effective operation of control mechanisms, and accountability by the manager are indispensable. Property owners should act with awareness of their rights and, when necessary, seek professional support from expert lawyers to protect both themselves and the shared living spaces.

Lawyer, audit, law, KMK (Condominium, Site management, manager

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