Exhibit 3.1.doc
- 19 -
THE COMPANIES LAW, 1999
A COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
Inrob Ltd.
and in Hebrew: .............
PRELIMINARY
1. In these Articles, unless the context otherwise
requires:
1.1 THE COMPANY - means the above named Company.
1.2 THE OFFICE - means the registered office of the Company
at any given time, as determined by the Board of Directors.
1.3 THE COMPANIES ORDINANCE - means The Companies Ordinance
(Revised Draft) - 1983, as amended or modified and in force
at the date at which these Articles become binding upon the
Company.
1.4 THE COMPANIES LAW - means The Companies Law, 1999.
1.5 THESE ARTICLES - means these articles of association,
as amended and valid from time to time.
1.6 THE REGISTER - means the register of shareholders to be
kept in accordance with the Companies Law, or, if the
Company shall have any branch register(s) - any such branch
register(s), as the case may be.
2. Subject to the above and unless the context otherwise
requires, expressions defined in the Companies Law shall, in
these Articles, have the meanings so defined; words
importing the singular shall include the plural, and vice
versa, words importing the masculine gender shall include
females, and words importing persons shall include bodies
corporate.
3. All headings contained in these Articles are for
convenience only and should not be used for purposes of
interpretation.
AMENDMENTS
4. The Company is entitled to amend these Articles by a
resolution of the General Assembly voted for by simple
majority.
PURPOSE
5. The Company is incorporated for the purpose of engaging
in any legal business.
PUBLIC COMPANY
6. The Company's shares may be listed for trade or offered
to the public, as defined in the Securities Law, 1968.
7. There are no restrictions over the Company's Shares,
and the Company may invite the public to subscribe for any
shares or debentures or debenture stock of the Company.
There shall be no limitations over the number of
shareholders of the Company at any time, nor over the right
of transfer of shares.
DONATIONS
8. The Company is entitled to donate reasonable sums of
money to worthy causes, as shall be determined by the
management of the Company, even if these donations are not
intended to increase the income of the Company.
SHARES
9. The stock of the Company is composed of five hundred
million (500,000,000) Ordinary Shares with 0.01 NIS par
value having equal rights among themselves.
10. Each holder of an Ordinary Share shall be entitled to:
10.1 Receive notice of all general assemblies of the Company
and to participate in and vote at such assemblies.
10.2 One vote for each share held on an as converted basis.
10.3 The right to receive dividends and any other benefit
resulting from the shares at a rate proportionately equal to
the number of shares issued and outstanding on an as
converted basis.
10.4 Participate in the distribution of the assets of the
Company, in the event of the liquidation of the Company at a
rate proportionately equal to the number of shares issued
and outstanding on an as converted basis.
LIABILITY OF SHAREHOLDERS
11. The liability of the shareholders of the company is
limited by shares.
SHARE CERTIFICATES
12. Share certificates shall be issued under the seal or
rubber stamp of the Company and shall bear the signature of
the person or persons authorized to sign on behalf of the
Company, or authorized thereto by the Board of Directors. No
bearer shares may be issued. Share certificates registered
in the names of two or more persons shall be delivered to
the person first named on the register in respect of such co-
ownership.
13. Unless the terms of the allotment of the shares provide
otherwise, every shareholder shall be entitled to one
certificate for all the shares registered in his name, and
if the Board of Directors so approves (upon payment of the
amount which may from time to time be fixed by the Board of
Directors), to several certificates, each for one or more of
such shares. Each share certificate shall specify the
denoting numbers of the shares in respect of which it is
issued.
14. If a share certificate is defaced, lost or destroyed,
it may be renewed on payment of such fee, if any, and on
such terms as to evidence and indemnity, as the Board of
Directors thinks fit.
SHARES
15. Subject to the provisions of any relevant law or
regulation then in effect, and without prejudice to any
special rights previously conferred on the holders of
existing shares in the Company, the Company may issue shares
with such preferred or deferred rights or rights of
redemption or other special rights or such restrictions,
whether in regard to dividends, voting, repayment of share
capital or otherwise, as the Company may determine from time
to time.
16. Without prejudice to anything herein provided, if at
any time the share stock is divided into different classes
of shares, the rights attached to any class unless otherwise
provided by the terms of issue of the shares of that class,
may be modified, abrogated or otherwise dealt with by the
Company, with the sanction of a resolution passed at a
separate general assembly of the holders of the shares of
that class.
17. The provisions of these Articles relating to general
assemblies and to the convening thereof and to notices in
respect thereof and to resolutions to be passed thereat
shall mutatis mutandis apply to every separate general
assembly referred to in Article 16; provided always that the
requisite quorum at every such separate general assembly
shall be one or more shareholders present in person or by
proxy and holding between them more than 50% (fifty percent)
of the issued shares of that class.
18. The shares shall be under the control of the Board of
Directors, who may allot them or otherwise dispose of them
to such persons, on such terms and conditions, in cash or in
kind, and either at a premium or at par, or, subject to the
provisions of the Companies Law, at a discount and at such
times as the Board of Directors may deem fit.
19. The Board of Directors is entitled, at its sole
discretion, to issue shares to various persons, at terms and
conditions of issue which differ between such persons. The
Board of Directors will not have to offer newly issued
shares to the existing shareholders before offering them to
third parties, as it may see fit.
20. Save as herein otherwise provided, the Company shall be
entitled to treat the registered holder of any share as the
absolute owner thereof, and, accordingly, shall not, except
as ordered by a court of competent jurisdiction, or as by
statute required, be bound to recognize any equitable or
other claim to or interest in such share on the part of any
other person.
21. The Board of Directors is entitled to pay a commission,
in cash or in kind, to any person in consideration for the
acceptance, or causing the acceptance, of any share or bond
of the Company, of a value to be determined by the Board of
Directors at its sole discretion, subject to the terms of
the Companies Law or any relevant law or regulation then is
effect.
CALLS
22. The Board of Directors may from time to time and at its
sole discretion make such calls upon the shareholders in
respect of all moneys unpaid on the shares held by such
shareholders, unless the terms of allotment thereof provided
for the moneys to be paid at a later fixed date and each
shareholder so called shall pay to the Company the amount of
every call so made on him to the persons and at the time and
place specified by the Board of Directors.
23. A call may be made payable by instalments, and shall be
deemed to have been made on the date the resolution of the
Board of Directors authorizing such a call was passed.
24. 7 days notice of any call shall be given, specifying
the time and place of payment and to whom such call shall be
paid, provided that the Board of Directors may, by notice in
writing to the shareholders, revoke the same or extend the
time of payment thereof.
25. If by the terms of issue of any share or otherwise any
amount is made payable at any fixed time or by instalments
at fixed times, whether on account of the par value of the
share, if they were issued at par value, or by way of
premium or any amount due in respect of the shares, every
such amount or instalment shall be payable as if it were a
call duly made by the Board of Directors and of which due
notice had been given, and all the provisions herein
contained in respect of such call shall apply to such amount
or to such instalment.
26. The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof.
27. If the amount of any call or instalment is not paid on
or before the due date for payment thereof, then the person
who is for the time being the owner of the share on which
the call was made or the instalment became due shall pay
interest on the said amount at the maximum rate permissible
under the law for the time being, or at such lesser rate as
may be determined by the Board of Directors from time to
time, as from the date of payment until the same is actually
paid. The Board of Directors shall, however, be at liberty
to waive the payment of interest, wholly or in part.
28. If the Board of Directors thinks fit, it may receive
from any shareholder willing to advance the same, any amount
due on account of all or any of his share which have not yet
been called or in respect of which the date of payment has
not yet fallen due and, unless otherwise agreed with such
shareholder, the Board of Directors may pay him interest on
all or any of the amounts so advanced up to the date when
same would, if not paid in advance, have fallen due, at such
rate of interest as may be agreed upon between the Board of
Directors and such shareholder, and the Board of Directors
may at any time repay any amount so advanced by giving such
shareholder a three months' prior notice in writing.
FORFEITURE AND LIEN
29. If any shareholder fails to pay any call or instalment
on or before the day appointed for payment of the same, the
Board of Directors may at any time thereafter, as long as
the said call or instalment remain unpaid, serve a notice on
such shareholder, requiring him to pay the same, together
with any interest that may have accrued and all expenses
that may have been incurred by reason of such non-payment.
30. The notice shall name a day (not being less than seven
days from the date of the notice) and a place or places on
and at which such call or instalment and such interest and
expenses as aforesaid are to be paid. The notice shall also
state that in the event of non-payment at or before the time
and at the place appointed, the share in respect of which
the call was made or the instalment is payable will be
liable to be forfeited.
31. If the terms of any such notices as aforesaid are not
complied with, any share in respect of which such notice has
been given may, at any time thereafter, before payment of
all calls or instalments, interest and expenses, due in
respect thereof, be forfeited by a resolution of the Board
of Directors to that effect. Such forfeiture shall include
all dividends declared in respect of the forfeited shares
and not actually paid before the forfeiture.
32. Any share so forfeited shall be the property of the
Company, and the Board of Directors may, subject to the
provisions hereof, sell, re-allot and otherwise dispose of
the same as it may deem fit.
33. Any shareholder whose shares have been forfeited shall
cease to be a shareholder in respect of the forfeited
shares, and shall have no rights associated with the
forfeited shares, including voting rights and rights to
receive dividends. Notwithstanding, such person shall be
liable to pay, and shall forthwith pay, to the Company all
calls, instalments, interest and expenses owing upon or in
respect of such shares at the time of forfeiture, together
with interest thereon from the time of forfeiture until
payment, at the maximum rate of interest permissible under
the law for the time being, and the Board of Directors may
enforce the payment of such moneys, or any part thereof, if
it so thinks fit, but shall not be under any obligation to
do so.
34. The Board of Directors may at any time, before any
share so forfeited shall have been sold, re-allotted or
otherwise disposed of, annul the forfeiture on such
conditions as it thinks fit.
35. The Company shall have a first and paramount lien upon
all the shares registered in the name of each shareholder,
and upon the proceeds of sale thereof, for his debts,
liabilities and engagements arising from any cause
whatsoever, solely or jointly with any other person, to or
with the Company, whether the period for the payment,
fulfilment or discharge thereof shall have actually arrived
or not, and no equitable interest in any share shall be
created. Such lien shall extend to all dividends from time
to time declared in respect of such shares. Unless otherwise
provided, the registration by the Company of a transfer of
shares shall be deemed to be a waiver on the part of the
Company of the lien (if any) on such shares.
36. For the purpose of enforcing such lien, the Board of
Directors may sell the shares subject thereto in such manner
as it thinks fit; but no sale shall be made until the period
for the fulfilment or discharge of the debts, liabilities
and engagements as aforesaid shall have arrived, and until
notice in writing of the intention to sell shall have been
served on such shareholder, his executors or administrators,
and default shall have been made by him or them in the
payment, fulfilment or discharge of such debts, liabilities
or engagements for seven days after such notice.
37. The net proceeds of any such sale, after payment of the
costs thereof, shall be applied in or towards satisfaction
of the debts, liabilities or engagements of such shareholder
(including debts, liabilities and engagements which have not
yet fallen due for payment or satisfaction) and the residue
(if any) shall be paid to the shareholder, his executors,
administrators or assigns.
38. Upon any sale after forfeiture or for enforcing a lien
in exercise of the above powers, the Board of Directors may
appoint a person to execute an instrument of transfer of the
shares sold and cause the purchaser's name to be entered in
the Register in respect of the shares sold, and the
purchaser shall not be bound to see to the regularity of the
proceedings, or to the application of the purchase money,
and after his name has been entered in the Register in
respect of such shares, the validity of the sale shall not
be impeached by any person, and the remedy of any person
aggrieved by the sale shall be in damages only and against
the Company, exclusively.
TRANSFER OF SHARES
39. The Company's shares may be listed for trade or offered
to the public, as defined in the Securities Law, 1968.
40. There are no restrictions over the transferability of
the Company's Shares, and the Company may invite the public
to subscribe for any shares or debentures or debenture stock
of the Company.
41. No transfer of shares shall be registered unless a
proper instrument of transfer has been submitted to the
Company. The Board of Directors may decline to recognize any
instrument of transfer unless it is accompanied by the
certificate of the shares to be transferred, if issued, and
such other evidence as the Board of Directors may reasonably
require to show the right of the transferor to transfer the
shares.
42. The instrument of transfer of any shares shall be in
writing, in the form materially similar to that set forth
here below, or in any form approved by the Board of
Directors, and shall be signed by the transferor and
transferee.
I, the undersigned, _____________ do hereby
transfer to _______________, whose address is
located at ______________("Transferee"), _____
ordinary shares of_________ Ltd., such shares to
be held by Transferee on terms and conditions
identical to those on which I held the shares.
Date:_____________ Transferor: ______________
Witness: _____________
I agree to accept the shares on the above terms
and conditions.
Date:_____________ Transferee: _______________
Witness: _____________
43. Until such time as the transferee is registered in the
Register in respect of the shares transferred to him, the
rights and obligations of the registered owner of the shares
shall in no way be affected by the attempt to transfer them.
44. The Board of Directors may suspend the registration of
transfers of shares during the fourteen days immediately
preceding any general assembly, provided that a notice to
that effect was sent to the shareholders.
45. The executors and administrators of a deceased sole
holder of a share, or, if there are no executors or
administrators, the persons beneficially entitled as heirs
of a deceased sole holders, shall be the only persons
recognized by the Company as having any title to the share.
46. If a share is registered in the names of two or more
holders, the Company shall recognize the survivor or
survivors as the only persons having any title to or benefit
in the share. The Company may recognize the receiver or
liquidator of any shareholder in winding-up or dissolution,
or the trustee in bankruptcy or any official receiver of a
bankrupt shareholder as being entitled to the shares
registered in the name of such shareholder.
Any person becoming entitled to a share in consequence of
the death of any person, upon producing evidence of the
grant of probate or letters of administration or
declaration of succession or such other evidence as the
Board of Directors may deem sufficient that he sustains
the identity in respect of which he proposes to act under
this Article or of his title, shall be registered as a
shareholder in respect of such shares or may, subject to
the regulations as to transfer herein contained, transfer
such shares.
47. The receiver or liquidator of a shareholder in winding
up or in dissolution, or the trustee in bankruptcy, or any
official receiver of any bankrupt shareholder, upon
producing such evidence as the Board of Directors may deem
sufficient that he sustains the character in respect of
which he proposes to act under this Article or of his title,
may, with the consent of the Board of Directors (which the
Board of Directors may refuse to grant without assigning any
reason for its refusal), be registered as a shareholder in
respect of such shares, or may, subject to the regulations
as to transfer herein contained, transfer such shares.
ALTERATION OF SHARE CAPITAL
48. The Company may from time to time, by a resolution of
the general assembly voted for by a simple majority, whether
or not all the shares then authorized have been issued, and
whether or not all of the shares then issued have been
called up for payment, increase its share capital by the
creation of new shares, and such increase shall be in such
amount and shall be divided into shares of such nominal
amounts, and be issued subject to such restrictions and
terms and with such rights and preferences, as the
resolution creating the same shall provide.
49. Unless otherwise provided in the resolution authorizing
the increase of share capital, the new shares shall be
subject to the same provisions applicable to the shares of
the original capital with regard to the payment of calls,
lien, forfeiture, transfer, and transmission and otherwise.
50. Subject to any law or regulation then in effect the
Company may resolve to:
50.1 Consolidate and divide its share capital into shares of
larger amount than its existing shares;
50.2 Divide, by sub-division of its existing shares, or any
of them, into shares of smaller amount than was fixed in
these Articles, or divide or sub divide the shares at any
stated ratio if no amount was fixed to the shares in these
Articles, all subject, nevertheless, to the provisions of
the Companies Law;
50.3 Reduce its share capital in any manner on such terms
and conditions and subject to receipt of such approvals as
required by the Companies Law.
BORROWING POWERS
51. Subject to the terms of these Articles, the Board of
Directors may from time to time, at its sole discretion,
borrow or secure the payment of any sum or sums of money for
the purposes of the Company.
52. The Board of Directors may, subject to the terms of
these Articles, raise or secure the repayment of such sum or
sums in such manner, at such times and upon such terms and
conditions in all respects as they think fit, and, in
particular, by the issue of bonds, perpetual or redeemable
debentures, debenture stock, or any mortgages, charges, or
other securities on the undertaking or the whole or any part
of the property of the Company, both present and future,
including its uncalled capital for the time being and its
called but unpaid capital.
GENERAL ASSEMBLIES
53. The Company shall hold general assemblies of its
shareholders as required by the Companies Law. Annual
general assemblies shall be called "annual assemblies", all
other assemblies of the Company shall be called "special
assemblies".
54. In the event that an annual assembly was not convened
in any particular year, the Company shall send its financial
statements to all shareholders listed in the Register, no
later than the date on which the general assembly should
have been convened, had the Company elected to convene
annual general assemblies.
55. The Board of Directors may, whenever it thinks fit,
convene a special assembly, and shall be obliged to do so
upon a receipt of a demand in writing in accordance with any
law which may be valid at that time.
56. 21 days prior notice of any general assembly shall be
given to all shareholders listed in the Register, specifying
the place, the day and the hour of the assembly and the
general nature of every matter on the agenda. Said notice
shall be given in any manner given by the Board of
Directors, subject to any requirement under applicable law.
57. The accidental omission to give notice of an assembly
to, or the non-receipt of notice by, any shareholder shall
not invalidate the proceedings at any assembly.
58. A resolution in writing signed by all shareholders of
the Company entitled to vote at general assemblies, or a
resolution in writing to which all said shareholders have
agreed to in writing, by fax, by e-mail, by telephone, or by
any other mean of communication, providing that written
conformation to such consent shall be provided thereafter,
shall be deemed as valid and effective for all purposes as
if unanimously passed at a general assembly duly convened
and held.
59. The Company is entitled to hold general assemblies by
all media available, provided that all the shareholders
participating are capable of listening to each other
simultaneously. All the provisions of these Articles
relating to general assemblies shall apply, mutatis
mutandis, to such general assemblies.
PROCEEDINGS AT GENERAL ASSEMBLIES
60. No business shall be transacted at a general assembly
unless the requisite quorum is present at the commencement
of the business, and no resolution shall be passed unless
the requisite quorum is present when the resolution is voted
upon. Save as herein otherwise provided, one shareholder or
more, present in person or by proxy and holding between them
more than 50% of the Ordinary Shares of the Company, on an
as converted basis, shall constitute a quorum at general
assemblies.
61. If within half an hour from the time appointed for the
assembly a quorum is not present, the assembly, if convened
upon demand as aforesaid under any law then valid, shall be
dissolved, but in any other case, it shall stand adjourned
to the same day in the next week, at the same time and
place, or to such other day and/or time and/or place as the
Board of Directors may, by written notice to the
shareholders, appoint, and at such adjourned assembly the
presence of any number of shareholders shall be deemed a
quorum.
62. No business shall be transacted at an adjourned
assembly other than the business which was on the agenda of
the assembly from which the adjournment took place.
63. The Chairman of the general assembly of the Company
shall be chosen within fifteen minutes after the time
appointed for holding the assembly. If within 15 minutes
such Chairman was not appointed or such Chairman has not
arrived or is unwilling to act as Chairman, the Chairman of
the Board of Directors, shall be the Chairman.
64. Subject to the terms of the Companies Law, a resolution
of the Company will be deemed adopted if passed by the votes
of the holders of more than 50% (fifty percent) of the
shares of the voting at the general assembly on an as
converted basis, whether in person or by proxy, subject to
any applicable law.
65. Every question submitted to a general assembly shall be
decided by a show of hands. However, if a secret poll is
requested by a shareholder or shareholders holding at least
10 % of the outstanding shares of the Company present in
person or by proxy and entitled to vote at the assembly, the
same shall be decided by secret poll as requested. A poll
may be requested before the proposed resolution is voted
upon or immediately after the declaration of the Chairman of
the results of the vote by a show of hands. If a poll is
demanded after such declaration, the results of the vote by
a show of hands shall be of no effect and the proposed
resolution shall be decided by secret poll.
66. If a poll is requested as aforesaid, it shall be taken
in such manner and at such time and place as the Chairman of
the assembly directs, and either at once or after an
interval or adjournment, or otherwise, and the result of the
poll shall be deemed to be the resolution of the assembly at
which the poll was demanded. The request for a poll may be
withdrawn at any time before the poll is taken.
67. The demand for a poll shall not prevent the continuance
of an assembly for the transaction of any business other
than the question on which the poll has been demanded. A
poll demanded on the election of a Chairman and on a
question of an adjournment shall be taken forthwith.
68. A declaration by the Chairman of the assembly that a
resolution has been carried unanimously, or carried by a
particular majority, or lost, and an entry to that effect in
the book or proceedings of the company, shall be prima facie
evidence of the fact.
69. The Chairman of a general assembly may adjourn the same
from time to time and from place to place, and the Chairman
shall do so if the assembly so demands; but no business
shall be transacted at any adjourned assembly other than the
business left unfinished at the assembly from which the
adjournment took place. A notice of the adjournment and of
the matters to be included in the agenda of the adjourned
assembly shall be given to all shareholders entitled to
receive notices of general assemblies.
VOTES OF SHAREHOLDERS
70. Every shareholder, present in person or by proxy,
shall, whether on a show of hands or upon a poll, have one
vote in respect of every share held by him, on an as
converted basis.
71. Shareholders may vote either personally or by proxy,
or, if the shareholder is a corporate entity, by a
representative pursuant to Article 72 or by a duly
authorized proxy.
72. A corporate entity being a shareholder of the Company
may, by resolution of its directors or any other managing
body thereof, authorize in writing any person it deems fit
to be its representative at any assembly of the Company. Any
person authorized in writing as aforesaid shall be entitled
to exercise on behalf of the corporation which he represents
all the powers which the corporation could have exercised if
it were an individual shareholder.
73. The instrument appointing a proxy or, if a corporate
entity, a representative, shall be in writing, signed by the
appointer or by the corporate entity. The instrument
appointing a proxy shall be in the following form, or as
near thereto as possible:
"I/We ________________ of _______________, being a
shareholder(s) of __________________, hereby appoint
________________ of _________________, or, failing him,
________________ of _________________, as my/our proxy, to
vote for me/us and on my/our behalf at the
General Assembly of the Company to be held on
the ____________ day of ______________ and at any
adjournment thereof.
As witness my/our hand this________________".
74. In case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint
holders; and for this purpose seniority shall be determined
by the order in which the names stand in the Register.
75. No shareholder shall be entitled to vote at any general
assembly unless all calls or other sums presently payable by
him in respect of his voting shares in the Company have been
paid.
76. The instrument appointing a proxy or the
representative, shall be deposited at the registered office
of the Company or with the Chairman of the assembly, no
later than the time appointed for holding the assembly at
which the person named in the instrument proposes to vote.
77. A vote given in accordance with the terms of an
instrument of appointment of proxy or representative shall
be valid notwithstanding the previous death of the
principal, or revocation of the appointment, or transfer of
the share in respect of which the vote is given, provided
that no intimation in writing of the death, revocation or
transfer shall have been received at the office or by the
Chairman of the assembly before the vote is given.
78. A shareholder entitled to more than one vote need not
cast all the votes to which he is entitled, or cast them all
in the same manner.
THE BOARD OF DIRECTORS
79. The number of members of the Board of Directors of the
Company shall be no less than two (2) and no more than ten
(10), as determined from time to time by a resolution of the
general assembly of the shareholders of the Company.
80. A corporation may be appointed as a director of the
Company. A corporation serving as a director as aforesaid
shall appoint an individual, entitled to serve as a director
of a company, to serve on its behalf. The name of such
individual shall be registered in the register of directors,
as a serving director of the Company at such time, and he
shall be subject to all the duties, obligations and
liabilities of a director, jointly and severally with the
serving corporation. The corporation shall be entitled to
replace such individual at its sole discretion.
81. The members of the Board of Directors shall be
appointed by the general assembly and a the general
assembly, from time to time, shall have the right to:
81.1 Remove from office a Director and appoint another in
his place provided that such the Director has been given a
reasonable opportunity to plead his case before the general
assembly.
81.2 Appoint a Director in place of a Director previously
appointed and whose office has been vacated for any reason
whatsoever.
82. Any appointment or removal of Directors shall become
effective on the date on which a resolution was made or on a
later date as may be detailed in such resolution. A person
or a corporation who has ceased to be a member of the Board
of Directors shall be eligible for re-appointment.
83. If any member of the Board of Directors is not
appointed, or if the office of a member of the Board of
Directors is vacated, the continuing members of the Board of
Directors may act in every matter. If the number of
Directors falls below the quorum they shall not act except
in an emergency.
84. The office of an external director, if appointed, shall
be vacated in the manner prescribed by the Companies Law.
85. The office of a member of the Board of Directors,
including initial Directors, shall ipso facto be vacated
upon the happening of any of the following events:
85.1 Upon his death, or, if the Director is a corporation -
upon its winding-up;
85.2 If he be found lunatic or become of unsound mind;
85.3 If he become bankrupt;
85.4 If his period of appointed has terminated;
85.5 If he resign his office as Director by notice in
writing to the Company;
85.6 If he is removed from office under Article 81;
85.7 If he is convicted of a crime with disgrace (Hebrew)
or such other crime as set forth in articles 226(a)(1)
or (3) of the Companies Law (subject to any law or
regulation to the contrary, the conviction of such director
shall not prevent him from being re-elected as director
85.8 In accordance with a decision by an authorized court as
set forth in article 233 of the Companies Law.
86. A member of the Board of Directors shall not be
required to hold qualification shares.
87. A member of the Board of Directors, except for external
directors, if appointed, may, by notice in writing to the
Company, appoint an alternate for himself (hereinafter
referred to as - "the Alternate Director"), remove such
Alternate Director and appoint another in his place, and
also appoint another Alternate Director in place of any
Alternate Director appointed by him whose office has been
vacated for any reason whatsoever. Any appointment or
removal of an Alternate Director shall become effective on
the date fixed in the notice of appointment or removal, as
the case may be, but not before delivery thereof to the
Company.
88. Any person or corporation eligible to be appointed as a
director of the Company and who is not serving as a member
of the Board of Directors of the Company or as an Alternate
Director, may serve as an Alternate Director.
89. As long as an Alternate Director holds office, he shall
be entitled to receive notices of meetings of the Board of
Directors and to attend and vote at such meetings as if he
were a member of the Board of Directors, and he shall have
all the rights, duties and liabilities of the member of the
Board of Directors for whom he acts as alternate. The
Alternate Director shall not be entitled to vote at meetings
at which the Director who appointed him is present.
90. The office of a Alternate Director shall ipso facto be
vacated if he is removed from office in accordance with the
terms hereof or if the office of the member of the Board of
Directors by whom he has been appointed alternate is vacated
for any reason whatsoever, or if any of the events set forth
in article 85 shall apply to such Alternate Director
91. The members of the Board of Directors, their alternates
and proxies, if any, shall not be remunerated out of the
funds of the Company unless the Board of Directors so
decides, at the rate determined by the Board of Directors
and subject to the receipt of all approvals required under
any applicable law or regulation.
PROCEEDINGS OF THE BOARD OF DIRECTORS
92. The Board of Directors may meet together for the
despatch of business, adjourn and otherwise regulate their
meetings as they think fit and determine the quorum
necessary for the transaction of business, provided however,
that the quorum shall always be no less than two. Unless
otherwise determined, at least one half of the members of
the Board of Directors present in person or by telephone or
represented by their alternates shall be a quorum. Any
director absent from any meeting by virtue of his personal
interest in the resolution to be discussed or voted on,
shall be counted as present for the purpose of the quorum,
notwithstanding his absence.
93. No business shall be transacted at a meeting of the
Board of Directors unless the requisite quorum is present at
the commencement of the meeting, and no resolution shall be
passed unless the requisite quorum is present when the
resolution is voted upon.
94. The Board of Directors shall convene whenever necessary
and in any event at least once per three (3) months. The
Secretary, upon a receipt of a demand in accordance with any
law which may be valid at that time, shall convene a meeting
of the Board of Directors.
95. Any notice of a meeting of the Board of Directors may
be given orally,
by telephone, in writing, by fax or by e-mail, and it shall
be given at least two days prior to the date fixed for the
meeting, accompanied by details of the matters to be
discussed at such Board Meeting. No business shall be
transacted at a meeting of the Board of Directors and no
resolution shall be passed except regarding the matters
which advance notice has been given for or regarding which
all directors present have agreed upon.
96. The board of directors is entitled to hold meeting by
all media available, provided that all the directors are
capable of listening to each other simultaneously, provided
that the Chairman of the meeting shall record minutes of the
meeting and shall attached to such minutes written
confirmation, including by e-mail or fax, of all the
participants. All the provisions of these Articles relating
to meetings of the Board of Directors shall apply, mutatis
mutandis, to such meetings.
97. Resolutions proposed at any meeting of the Board of
Directors shall be deemed adopted if passed by a majority of
the votes of the members of the Board of Directors present
at the meeting.
98. The Board of Directors shall appoint one of its members
as Chairman thereof, remove such Chairman from office and
appoint another in his place. The Chairman of the Board of
Directors shall take the chair at every meeting of the Board
of Directors, but if at any meeting he is not present within
15 minutes of the time appointed for the meeting, or if he
is unwilling to take the chair, the members of the Board of
Directors present shall choose one of their number to be the
Chairman of such meeting.
99. The Chairman of any meeting of the Board of Directors,
whether he be the Chairman of the Board of Directors or any
other member thereof, shall not have a second or casting
vote.
100. A meeting of the Board of Directors at which a quorum
is present shall be competent to exercise all the
authorities, powers and discretions by or under the
regulations of the Company for the time being vested in or
exercisable by the Board of Directors generally.
101. Subject to any restrictions set forth in the Companies
Law, the Board of Directors may for any special matter
delegate any of its powers to committees consisting of two
or several members, whether or not such members of
committees are members of the Board of Directors, as the
Board of Directors may deem fit, and it may from time to
time revoke such delegation. Any committee so formed (in
these Articles referred to as "a Committee of the Board of
Directors"), shall, in the exercise of the powers so
delegated, conform to any regulations that may be imposed on
it by the Board of Directors.
102. The meetings and proceedings of any such Committee of
the Board of Directors, shall be governed by the provisions
herein contained for regulating the meetings of the Board of
Directors, so far as the same are applicable thereto, and so
far as not superseded by any regulations made by the Board
of Directors under this Article. Subject to the provisions
of any applicable law, the board of directors shall be
entitled to annul any resolution adopted by a Committee of
the board of directors, though such annulment shall not
prejudice the validity of such resolution vis-a-vis a third
party which acted on reliance of an action of the Company
pursuant to such resolution.
103. All acts done in good faith at any meeting of the Board
of Directors, or of a committee of the Board of Directors,
or by any person acting as a member of the Board of
Directors shall, notwithstanding that the appointment of any
such a member of Board of Directors or persons acting as
aforesaid, or any of them, shall afterwards be discovered as
faulty or that they or any were disqualified, be as valid as
if every such person had been duly appointed and was
qualified to be a member of the Board of Directors or of
such Committee of the Board of Directors. Any such
resolution shall be voidable in the manner set forth in the
Companies Law.
104. A resolution in writing signed by - including by way of
fax or e-mail - or agreed to by telephone, provided that
written approval shall provided later - all members of the
Board of Directors or their alternates, or a resolution in
writing to which all members of the Board of Directors or
their alternates have agreed in writing or by telephone
shall be as valid and effective for all purposes as if
unanimously passed at a meeting of the Board of Directors
duly convened and held.
105. No member of the Board of Directors shall be
disqualified by his office from holding any office or place
of profit under the Company or under any company in which
the Company shall be a shareholder or otherwise interested,
and from contracting with the Company either as vendor,
purchaser, or otherwise, nor shall any such contract, or any
contract or arrangement entered into by or on behalf of the
Company in which any member of the Board of Directors shall
be in any way interested be avoided, nor shall any member of
the Board of Directors be liable to account to the Company
for any profit arising from any such office or place of
profit or realized by any such contract or arrangement by
reason only of such member of the Board of Directors holding
that office or of the fiduciary relations thereby
established, but it is declared that the nature of his
interest must be disclosed by him at the meeting of the
Board of Directors at which the contract or arrangement is
first taken into consideration, if his interest then exists,
or in any other case - at the first meeting of the Board of
Directors after the acquisition of his interest.
POWERS OF THE BOARD OF DIRECTORS
106. The management of the business of the Company shall be
vested in the Board of Directors, and the Board of Directors
may exercise all such powers and do all such acts and things
as the Company is, by these Articles of Association and/or
under any relevant law or regulation that may be in effect
from time to time, authorised to exercise and do, and are
not hereby or by statute directed or required to be
exercised or done by the Company in general assembly, but
subject, nevertheless, to the provisions of the Companies
Law, and of these Articles and any regulations or
resolutions not being inconsistent with these Articles made
from time to time by the Company in general assembly;
provided that no such regulation or resolution shall
invalidate any prior act done by or pursuant to the
directions of the Board of Directors which would have been
valid if such regulations or resolutions had not been made.
107. The Board of Directors will be entitled to
retroactively approve any act or commission or omission
which, at the time of the retroactive approval, the Board of
Directors is authorized to approve. The general assembly of
the shareholders of the Company is entitled to retroactively
approve any act or commission or omission of the Board of
Directors or any sub-committee thereof which was approved
or enacted by them without authority or whilst exceeding
their authority. From the retroactive approval by the Board
of Directors of the general assembly as aforesaid, the said
acts shall be deemed to have been approved at the time they
were performed.
GENERAL MANAGER(S)
108. The Board of Directors shall, from time to time,
appoint one or more persons to be a General Manager(s) of
the Company, either for a fixed term or without any
limitation as to the period for which he or they is or are
to hold such office, and any General Manager shall have such
powers as may be conferred upon him by decision of the Board
of Directors from time to time. The Board of Directors may,
from time to time, subject to the provisions of any contract
between him or them and the Company, remove or dismiss such
General Manager(s) from office and appoint another or others
in his or their place or places.
109. The Board of Directors may instruct the General Manager
as to the manner in which he is to act in certain manners.
In the event that the General Manager shall not act in the
manner instructed by the board of directors, the board of
directors shall be entitled to act in his place.
110. The General Manager shall have all the management and
operational authority not granted any other organ in these
Articles or under any applicable law or regulation and he
will be responsible for the day to day management of the
affairs of the Company, within the company policy determined
by the Board of Directors and subject to its supervision and
instruction. Subject to approval by the Board of Directors,
the General Manager is entitled to devolve some of his
powers to persons subordinate to him.
111. Subject to the provisions of any contract between him
and the Company and any relevant rules or regulations that
may be in effect from time to time, the remunerations of a
General Manager shall from time to time be fixed by the
Board of Directors, and may be by way of fixed salary, or
commission or dividends, profits or turnover of the Company
or of any other company in which the Company is interested,
or by participation in any such profits, or by any or all of
those modes.
INTERESTED PARTY TRANSACTIONS
112. Any interested party in, or officer of, the Company
shall make all disclosures to the Company required under any
applicable law or regulation. All approvals or permits
required for any particular transaction of the Company,
shall be received as required by any law or regulation.
Unexceptional transactions (Hebrew) as
defined in the Companies Law with a director and
officer (Hebrew) of the Company or in which such a
director and officer (Hebrew) of the Company has a
personal interest, shall require the approval of the
general manager only.
REGISTER OF SHAREHOLDERS
113. The Company shall keep a register of its shareholders
which shall be open to the review of all persons entitled to
such review under law, in which the following details will
be entered:
113.1 The names, identity numbers and addresses of each
of the shareholders, the number of each class of shares held
by each shareholder and the numbers of these shares, if
numbered, the par value of such shares and any amount still
due, if due, on account of the shares.
113.2 The date of issue of these shares or the date of
transfer to the shareholder.
113.3 Any other details which the Company may be
required to include in the shareholders register under any
applicable law or regulation.
114. The Company may, subject to and in accordance with the
provisions of the Companies Law, keep branch registers in
any place outside of Israel, provided that the main register
in Israel shall include details of the shares included in
such branch registers outside of Israel.
MINUTES
115. The Board of Directors shall cause minutes to be duly
entered in books provided for the purpose:
115.1 Of the names of the members of the Board of
Directors present at each meeting of the Board of Directors
and of any Committee of the Board of Directors;
115.2 Of the names of the shareholders present at each
general assembly;
115.3 Of all directions given by the Board of Directors
to any Committee of the Board of Directors;
115.4 Of all proceedings of general assemblies and of
meetings of the Board of Directors and Committees of the
Board of Directors.
115.5 All other details required by law or by these
Articles to be entered in the books.
116. Any minutes as aforesaid of a meeting of the Board of
Directors, of a meeting of a Committee of the Board of
Directors or of a general assembly of the Company, if
purporting to be signed by the Chairman of such meeting or
by the Chairman of the next succeeding meeting or by the
Chairman of such general assembly, shall be accepted as
prima facie evidence of the matters therein recorded.
SIGNATURE RIGHTS
117. The Board of Directors shall be entitled to authorize
any person or persons (even if he or they is or are not
member(s) of the Board of Directors) to act and sign on
behalf of the Company, and the acts and signatures of such
persons on behalf of the Company shall bind the Company
insofar as such person or persons acted and signed within
his or their powers aforesaid.
THE SECRETARY, OFFICERS AND EMPLOYEES
118. The Board of Directors, and the General Manager if so
authorised, may from time to time, appoint a Secretary to
the Company, as well as officers, personnel, agents and
attorneys, for fixed, provisional or special duties, as the
Board of Directors and General Manager, if so authorized may
from time to time deem fit, and may from time to time, in
their discretion, suspend the service of any one or more of
such persons.
119. Subject to the terms of these Articles, the Board of
Directors or the General Manager may determine the powers
and duties, as well as the salaries and emoluments, of such
persons, and may demand security in such cases and at such
amounts as it deems fit.
DISTRIBUTION (Hebrew)
120. The Company shall be entitled to perform a distribution
(Hebrew) as defined in the Companies Law, including
distributing dividends and buy-backs of shares, in the
manner set forth in the Companies Law.
DIVIDENDS AND RESERVE FUNDS
121. The decision to distribute dividends shall be made by
the Board of Directors of the Company, in accord with the
provisions of the Companies Law. Before declaring any
dividend, the Board of Directors may set aside, out of the
profits of the Company, such sums as it thinks proper, as a
reserve fund to meet contingencies, or for equalizing
dividends, or for repairing, improving and maintaining any
of the property of the Company, and for such other purposes
as the Board of Directors shall in its absolute discretion
think conducive to the interests of the Company; and may
invest the several sums to set aside upon such investments
as it may think fit, and from time to time deal with and
vary such investments, and dispose of all or any part
thereof for the benefits of the Company, and may divide the
reserve fund or any part thereof in the business of the
Company, and that without being bound to keep the same
separate from the other assets.
122. Subject to the rights of holders of shares with special
rights as to dividends, and subject to the provisions of
these Articles as to the reserve fund, all the dividends
shall be paid to shareholders in proportion to the amount of
capital paid-up on the nominal amount of the shares held by
them respectively, provided that any amount paid on a share
during the period in respect of which the dividend has been
declared shall entitle the holder of such share only to a
proportionate amount of the dividend having regard to the
date of the payment of the said amount of capital; and
provided further that any capital paid-up on a share in
advance of calls and which has not yet called due for
payment, and upon which the Company pays interest to the
shareholder, shall not be considered for the purpose of this
Article as an amount paid-up on the share.
123. The Board of Directors, when declaring a dividend, may
resolve that such dividend be paid, wholly or partly, by the
distribution of specific assets and/or of bonus shares, and,
in particular, by distribution of paid-up shares, debentures
or debenture stock of the Company, or paid-up shares,
debentures or debenture stock of any other company, or in
any one or more of such ways.
124. Subject to the terms of any applicable law or
regulation, the Board of Directors may resolve that:
124.1 Any moneys, investments, or other assets
forming part of the undivided profits of the Company
standing to the credit of any fund, including a fund for the
redemption of capital, or a fund arising from a revaluation
of any immovable or other properties and assets of the
Company, or in the hands of the Company and available for
dividends, or representing premiums received on the issue of
shares and standing to the credit of the share premium
account, be capitalised and distributed amongst such of the
shareholders as would be entitled to receive the same if
distributed by way of dividend and in the same proportion on
the footing that they become entitled thereto as capital;
and that all or any part of such capitalized fund be applied
on behalf of such shareholders in paying up in full, either
at part or at such premium as the resolution may provide,
any unissued shares or debentures or debenture stock of the
Company which shall be distributed accordingly, or in or
towards the payment, in full or in part, of the uncalled
liability on any issued shares or debentures or debenture
stock;
124.2 And that such distribution or payment shall
be accepted by such shareholders in full satisfaction of
their interests in the said capitalised sum.
125. For the purpose of giving effect to any resolution
under the two last preceding Articles, the Board of
Directors may settle any difficulty which may arise in
regard to the distribution as it thinks expedient, and, in
particular, may issue fractional certificates, and may fix
the value for distribution of any specific assets, and may
determine that cash payments shall be made to any
shareholders upon the footing of the value so fixed, or that
fractions of less than the par value, if par value was so
fixed, may be disregarded in order to adjust the rights of
all parties, and may vest any such cash or specific assets
in trustees upon such trusts for the persons entitled to the
dividend or capitalised fund as may seem expedient to the
Board of Directors. Where requisite, a proper contract shall
be filled in accordance with any law, and the Board of
Directors may appoint any person to sign such contract on
behalf of the persons entitled to the dividend or
capitalised fund, and such appointment shall be effective.
126. The Board of Directors may deduct from any dividend,
bonus or other amounts to be paid in respect of shares held
by any shareholder, whether alone or together with another
shareholder, any sum or sums due from him and payable by him
alone or together with any other person to the Company on
account of calls or the like.
BOOKS OF ACCOUNT
127. The Board of Directors shall cause accurate books of
account to be kept in accordance with the provisions of the
Companies Law and all other applicable laws, or any
modification thereof for the time being in force. The books
of account shall be kept at the registered office of the
Company, or at any other place or places, as the Board of
Directors may deem fit, and they shall always be open to
inspection by members of the Board of Directors. No
shareholder, not being a member of the Board of Directors,
shall have any right of inspecting any account or book or
document of the Company except as conferred by law or
authorized by the Board of Directors or by the Company in
general assembly.
AUDITOR
128. The Company shall appoint an auditor who shall audit
the accounts of the Company and the annual financial
statements of the Company and shall provide further services
as may be required by the Company.
129. Company's auditor shall be appointed at the annual
general assembly of its shareholders, which shall be
entitled to appoint such auditors (including the initial
auditors appointed by the Board of Directors) for a period
of time which shall be no longer than three annual auditing
periods.
130. The remuneration of the auditor or auditors shall be
determined by the Board of Directors, who shall inform the
annual general assembly as to the salary determined.
EXEMPTION FROM LIABILITY, INSURANCE AND COMPENSATION
131. The Company is entitled to exempt, in advance, a
director and officer (Hebrew) of the Company from his
liability towards the Company, in whole or in part, for
damages caused as a result of malpractice or a lack of his
business judgment (Hebrew).
132. Subject to any relevant law or regulation that may be
in effect from time to time, the Company will be entitled to
insure any and all directors and officers (Hebrew) of
the Company against any claims against him due to his
position as director of the Company and/or any acts of
omission and/or commission performed by him in such a
capacity, including, without limitation, claims as to
malpractice and lack of business judgment, breach of
fiduciary duties (provided that the director or officer
acted in good faith and had reasonable cause to assume that
his actions would not prejudice the interests of the
Company) and a monetary liability towards a third party.
133. Subject to any relevant law or regulation that may be
in effect from time to time, the Company will, in addition,
be entitled, in advance (for a specified set of events
which, at the time the decision was made by the board of
directors of the Company were foreseeable and in an amount
which the board of directors determined was reasonable in
the circumstances) or retroactively without limitation, to
compensate and/or hold harmless, any officer or director of
the Company for any monetary liability, including reasonable
court and legal fees, which he may incur during or as a
result of civil proceedings commenced against him or
criminal proceedings from which he was acquitted - including
as a result of a decision by any judicial or semi judicial
body or arbitration or compromise agreement - for any acts
of commission or omission performed by him in his capacity
as an officer or employee of the Company.
134. The ability of the Company to exempt, insure,
compensate and hold harmless its directors and officers as
set forth above shall be given the widest possible
interpretation permissible under all applicable laws and
regulations.
FINANCIAL STATEMENTS
135. The Company shall issue annual financial statements
which will include a balance sheet for December 31 and a
statement of profit and loss for the year ended on that
date, as required by law.
NOTICES AND MISCELLANEOUS
136. A notice may be given by the Company to any
shareholder, either personally or by sending it to him by
fax, by e-mail, by any other media available or by post to
the address, if any, supplied by him to the Company for
giving of notices to him, or in the absence of such address,
to his registered address (if any).
137. A shareholder whose given address is outside of Israel
shall inform the Company in writing of a correspondence
address in Israel, which shall be deemed as the sole address
of such shareholder in all and every respects. No
shareholder shall be entitled to receive any notices outside
of Israel.
138. Where notice is sent by post, service of the notice
shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the notice, and,
unless the contrary is proved, the service shall be deemed
to have been effected after two days of the day when it was
sent. If notice is given by e-mail, by fax, or by other
available media the notice shall be deemed to have been
effected at the same business day the notice was sent, as
evidenced by a written confirmation, provided that a hard
copy of the notice was also subsequently posted to the
shareholder.
139. A notice may be given by the Company to the joint
holders of a share by giving notice to the joint holder
named first in the Register in respect of the share.
140. Notwithstanding the above, notice of every general
assembly need be given only in the manner prescribed by the
Companies Law or any applicable regulation and no notice to
individual shareholders of such general assembly need be
given.
141. Notice of every general assembly shall be given in any
manner hereinbefore authorized to all holders of shares and
to every person entitled to a share in consequence of the
death or bankruptcy or winding-up, of a shareholder who, but
for his death, bankruptcy or winding-up would have been
entitled to receive notice of the meeting. No other persons
shall be entitled to receive notices of general assemblies.
142. A notice shall be given by the Company to the persons
entitled to a share in consequence of the death, bankruptcy
or winding-up of a shareholder by sending it through the
post in a prepaid letter addressed to them by name, or by
the title or representatives of the deceased, or trustee of
the bankrupt or liquidator, or by any like description, at
the address, if any, supplied for the purpose by the person
claiming to be so entitled, or - until such address has been
so supplied - by giving the notice in any manner in which
the same might have been given if the death, bankruptcy or
winding-up had not occurred.
WINDING-UP
143. If the company be wound up, the assets available for
distribution among the shareholders as such shall be
distributed among the shareholders on an as converted basis.
144. Upon winding the company up, subject to any rules or
regulations that may be in effect at any time and subject to
receipt of the approval of the general assembly of the
Company, the liquidator of the Company or the receiver of
the assets of the Company may distribute the assets of the
company in kind and not in cash. For this purpose, the said
liquidator or receiver will be entitled to value the assets
to be distributed in kind.