Exhibit 3.4
THE COMPANIES LAW
A COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF
NUR MACROPRINTERS LTD.
I PRELIMINARY
1. INTERPRETATION
1.1 In these Articles the following terms shall bear the meaning
ascribed to them below:
"Alternate Director" defined in Article 37.1 herein.
The "Articles" shall mean the articles of association contained in
the Articles, as originally registered and as they may from time to
time be amended.
The "Board" shall mean the Company's Board of Directors.
The "Company" shall mean the above named company.
"Determining Majority" as defined in Article 6 herein.
"External Director" as defined in the Law.
"Extraordinary Meetings" as defined in Article 21.1 herein.
"Iska Chariga" as defined in the Law.
The "Law" shall mean the Companies Law, 5759 - 1999, as the same may
be amended from time to time, and all the rules and regulations
promulgated thereunder.
The "Memorandum" shall mean the Memorandum of Association of the
Company, as originally registered and as it may from time to time be
amended.
"Obligation" as defined in Article 13.1 herein.
The "Ordinance" shall mean the Companies Ordinance [New Version],
5743-1983, as the same may be amended from time to time.
The "Register of Members" shall mean the Company's Register of
Members.
"Registered Holder" as defined in Article 10 herein.
"Securities" as defined in Article 18 herein.
Terms and expressions used in the Articles and not defined herein,
shall bear the same meaning as in the Law.
1.2 Sections 2,3,4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981,
shall apply, mutatis mutandis, to the interpretation of the Articles.
1.3 The captions in the Articles are for convenience only and shall not be
deemed a part hereof or affect the interpretation of any provision
hereof.
2. NAME
The Name of the Company shall be Nur Macroprinters Ltd., and in Hebrew:
3. PURPOSE AND OBJECTIVE
3.1 The objective of the Company shall be to undertake any lawful
activity, including any objective set forth in the Memorandum (for
as long as it is in effect).
3.2 The purpose of the Company is to operate in accordance with
commercial considerations with the intention of generating profits.
Such considerations may take into account, amongst others, public
interest and the interests of the Company's creditors and employees.
In addition, the Company may contribute reasonable amounts for any
suitable purpose even if such contributions do not fall within the
business considerations of the Company. The Board may determine the
amounts of the contributions, the purpose for which the contribution
is to be made, and the recipients of any such contribution.
II SHARE CAPITAL
4. SHARE CAPITAL
The authorized share capital of the Company is fifty million (50,000,000)
NIS divided into fifty million (50,000,000) ordinary shares of one (1) NIS
nominal value each.
5. LIMITED LIABILITY
The liability of the shareholders of the Company for the indebtedness of
the Company shall be limited to payment of the nominal value of such
shares.
6. ALTERATION OF SHARE CAPITAL
The Company may, from time to time, by a resolution approved at a General
Meeting by such majority as is required to amend these Articles (as set
forth in Article 25 below), or such majority as shall be required to amend
the Memorandum (for as long as it is still in force) (collectively, a
"Determining Majority"):
6.1 Increase its share capital in an amount it considers expedient by
the creation of new shares. The power to increase the share capital
may be exercised by the Company whether or
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not all of the shares then authorized have been issued and whether
or not all of the shares theretofore issued have been called up for
payment. Such resolution shall set forth the amount of the increase,
the number of the new shares created thereby, their nominal value
and class, and may also provide for the rights, preferences of
deferred rights that shall be attached to the newly created shares
and the restrictions to which such shares shall be subject;
6.2 Consolidate all or any of its issued or unissued share capital and
divide same into shares of nominal value larger than the one of its
existing shares;
6.3 Subdivide all or any of its issued or unissued share capital, into
shares of nominal value smaller than the one of its existing shares;
provided, however, that the proportion between the amount paid and
the amount unpaid on each share which is not fully paid-up shall be
retained in the subdivision;
6.4 Cancel any shares which, as at the date of the adoption of the
resolution, have not been issued or agreed to be issued, and thereby
reduce the amount of its share capital by the aggregate nominal
value of the shares so canceled;
III SHARES
7. RIGHTS ATTACHED TO SHARES
7.1 Subject to any contrary provisions of the Memorandum (for as long as
it is in effect) or the Articles, same rights, obligations and
restrictions shall be attached to all the shares of the Company
regardless of their denomination or class.
7.2 If at any time the share capital is divided into different classes
of shares, the rights attached to any class may be modified or
abrogated by a resolution adopted by a Determining Majority at a
General Meeting and by the adoption of a resolution, supported by a
Determining Majority, approving same modification or abrogation at a
General Meeting of the holders of the shares of such class.
The provisions of the Articles relating to General Meeting of the
Company shall apply, mutatis mutandis, to any separate General
Meeting of the holders of the shares of a specific class, provided,
however, that the requisite quorum at any such separate General
Meeting shall be one or more members present in person or by proxy
and holding not less than thirty three and one third percent
(331/3%) of the issued shares of such class.
7.3 The creation of additional shares of a specific class, or the
issuance of additional shares of a specific class, shall not be
deemed, for purposes of article 7.2, a modification or abrogation of
rights attached to shares of such class or of any other class.
8. ISSUANCE OF SHARES
Issuance of shares of the Company shall be under the control of the Board,
who shall have the exclusive authority to issue the Company's shares or
grant options to acquire shares, to such persons and on such terms and
conditions as the Board may think fit.
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9. SHARE CERTIFICATES
9.1 Each member shall be entitled, not later than 60 days from the date
of issuance or the date of transfer, to receive from the Company one
share certificate in respect of all the shares of any class
registered in his name on the Register of Members or, if approved by
the Board, several share certificates, each for one or more of such
shares.
9.2 Each share certificate issued by the Company shall be numerated,
denote the class and serial numbers of the shares represented
thereby and the name of the owner, thereof as registered on the
Register of Members, and may also specify the amount paid-up
thereon, A share certificate shall be signed by the Company.
9.3 A share certificate denoting two or more persons as joint owners of
the shares represented thereby shall be delivered to any one of the
persons named on the Register of Members in respect of such joint
ownership.
9.4 A share certificate defaced or defective, may be replaced upon being
delivered to the Company and being canceled. A share certificate
lost or destroyed may be replaced upon furnishing of evidence to the
satisfaction of the Board proving such loss or destruction and
subject to the submission to the Company of an indemnity letter
and/or securities as the Board may think fit.
A member requesting the replacement of a share certificate shall
bear all expenses incurred by the Company in connection with the
provisions of this Article.
10. OWNERS OF SHARES
The Company shall be entitled to treat the person registered in the
Register of Members as the holder of any share, as the absolute owner
thereof (a "Registered Holder") and shall also treat any other person
deemed as a holder of shares pursuant to the Law, as an owner of shares.
11. CALLS ON SHARES
11.1 The Board may, from time to time, make calls upon members to perform
payment of any amount of the consideration of their shares not yet
paid, provided same amount is not, by the terms of issuance of same
shares, payable at a definite date. Each member shall pay to the
Company the amount of every call so made upon him at the time(s) and
place(s) designated in such call. Unless otherwise stipulated in the
resolution of the Board, each payment with respect to a call shall
be deemed to constitute a pro-rata payment on account of all of the
shares in respect of which such call was made.
11.2 A call may contain a demand for payment in installments.
11.3 A call shall be made in writing and shall be delivered to the
member(s) in question not less than fourteen (14) days prior to the
date of payment stipulated therein. Prior to the due date stipulated
in the call the Board may, by delivering a written notice to the
member(s), revoke such call, in whole or in part, postpone the
designated date(s) of payment or change the designated place of
payment.
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11.4 If, according to the terms of issuance of any share, any amount is
due at a definite date, such amount shall be paid on same date, and
the holder of the same share shall be deemed, for all intents and
purposes, to have duly received a call in respect of such amount.
11.5 The joint holders of a share shall be bound jointly and severally to
pay all calls in respect thereof. A call duly made upon one of the
joint holders shall be deemed to have been duly made upon all of the
joint holders.
11.6 Any amount not paid when due shall bear an interest from its due
date until its actual payment at a rate equal to the then prevailing
rate of interest for unauthorized overdrafts as charged by Bank
Hapoalim Ltd, unless otherwise prescribed by the Board.
The provisions of this Article 11.6 shall in no way deprive the
Company of, or derogate from any other rights and remedies the
Company may have against such member pursuant to the Articles or any
pertinent law.
11.7 The Board may agree to accept prepayment by any member of any amount
due with in respect to his shares, and may direct the payment of
interest for such prepayment at a rate as may be agreed upon between
the Board and the member so prepaying.
11.8 Upon the issuance of shares of the Company, The Board may stipulate
similar or different terms with respect to the payment of the
consideration thereof by their respective holders.
12. FORFEITURE AND SURRENDER
12.1 If any member fails to pay when due any amount payable pursuant to a
call, or interest thereon as provided for herein, the Company may,
by a resolution of the Board, at any time thereafter, so long as
said amount or interest remains unpaid, forfeit all or any of the
shares in respect of which said call had been made. All expenses
incurred by the Company with respect to the collection of any such
amount of interest, including, inter-alia, attorney's fees and costs
of legal proceedings, shall be added to, and shall constitute a part
of the amount payable to the Company in respect of such call for all
purposes (including the accrual of interest thereon).
12.2 Upon the adoption of a resolution of forfeiture, the Board shall
cause the delivery of a notice thereof to the member in question.
Same notice shall specify that, in the event of failure to pay the
entire amount due within the period stipulated in the notice (which
period shall be not less the thirty (30) days), same failure shall
cause, ipso facto, the forfeiture of the shares. Prior to the
expiration of such period, the Board may extend the period specified
in the notice of forfeiture or nullify the resolution of forfeiture,
but such nullification shall not estop nor derogate from the power
of the Board to adopt a further resolution of forfeiture in respect
of the non-payment of said amount.
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12.3 Whenever shares are forfeited as herein provided, all dividends
theretofore declared in respect thereof and not actually paid shall
be deemed to have been forfeited together with the shares.
12.4 The Company, by a resolution of the Board, may accept the voluntary
surrender by any member of all or any part of his shares.
12.5 Any share forfeited or surrendered as provided herein shall
thereupon constitute the property of the Company, and may be resold.
Such shares that have not yet been resold shall be considered
dormant shares.
12.6 Any member whose shares have been forfeited or surrendered shall
cease to be a member in respect of the forfeited or surrendered
shares, but shall, notwithstanding, be obligated to pay to the
Company all amounts at the time of forfeiture or surrender due to
the Company with respect thereof, including interest and expenses as
aforesaid until actual repayment, whether the maturity date of same
amounts is on or prior to the date of forfeiture or surrender or at
any time thereafter, and the Board, in its discretion, may enforce
payment of such amounts or any part thereof, unless such shares have
been resold in which event the provisions of the Law shall apply. In
the event of such forfeiture or surrender, the Company, by a
resolution of the Board, may accelerate the maturity date(s) of any
or all amounts then owed to the Company by same member and not yet
due, however, arising whereupon all of such amounts shall forthwith
become due and payable.
The Board may, at any time before any share so forfeited or
surrendered shall have been reissued or otherwise disposed of to a
third party, nullify the forfeiture or the acceptance of the
surrender on such conditions as it thinks fit, but such
nullification shall not estop nor derogate from the power of the
Board to re-exercise its powers of forfeiture pursuant to this
Article 12.
13. LIEN
13.1 The Company shall have, at all times, a first and paramount lien
upon all the shares registered in the name of each member on the
Register of Members, upon all the dividends declared in respect of
such shares and upon the proceeds of the sale thereof, as security
for his obligations. For the purposes of this Article 13 and of
Article 14, the term "Obligation" shall mean any and all present and
future indebtedness owed to the Company by a member with respect to
his shares, however arising, whether such indebtedness is absolute
or contingent, joint or several, matured or unmatured, liquidated or
non-liquidated.
13.2 Shall a member fail to fulfill any or all of his Obligations, the
Company may enforce the lien, after same member was provided with a
period of fourteen (14) days to fulfill the Obligations so breached.
13.3 A member shall be obliged to reimburse the Company for all expenses
thereby incurred with respect to the enforcement of a lien upon same
member's shares, and such obligation shall be secured by the shares
which are subject to same lien.
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14. SALE OF SHARES AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN
14.1 Upon any sale of shares after forfeiture or surrender or in the
course of enforcement of a lien, the Company may appoint any person
to execute an adequate instrument of transfer or any other
instrument required to effect the sale, and shall be entitled to
register the purchaser on the Register of Members as the holder of
the shares so purchased. The purchaser shall not be obliged to check
the regularity of the proceedings of forfeiture, surrender or
enforcement of a lien or the use that was made consideration thereby
paid with respect to the shares.
As of the entry of the purchaser's name in the Register of Members
in respect of such shares, the validity of the sale shall not be
rebutted, and the sole remedy of any person aggrieved by the sale
shall be in damages, and against the Company solely.
14.2 The net proceeds of any such sale, after payment of the selling
expenses, shall serve for repayment of the Obligations of the
respective member, and the balance if any shall be paid to the
member, his inheritors, the executors of his will, the
administrators of his estate, and to persons on his behalf.
15. REDEEMABLE SECURITIES
Subject to the Law, the Company may issue redeemable securities and redeem
the same.
16. EFFECTIVENESS OF TRANSFER OF SHARES
A transfer of title to shares of the Company, whether voluntarily or by
operation of law, shall not confer upon the transferee any rights towards
the Company as a Registered Holder unless and until such time as the
transfer has been registered in the Register of Members.
17. PROCEDURE ON VOLUNTARY TRANSFER OF SHARES
A person desiring to be registered as a Registered Holder, shall deliver
to the Company an instrument of transfer of shares according to which he
is the transferee accompanied by a notice to the effect, in a form to be
prescribed by the Board, duly executed by such person and the transferor,
and subject to the prior fulfillment of the provisions of Article 18
below, the Board shall instruct the registration of same in the Register
of Members.
18. TRANSFER OF SHARES
18.1 The transfer of shares of the Company and any other securities
issued by the Company and owned by a Registered Holder (in this
Article 18, hereinafter, "Securities") shall be made in writing in a
conventional manner or as established by the Board; it may be
effected by the signature of the transferor only, on the condition
that an appropriate share transfer deed shall be submitted to the
Company.
18.2 Shares that are not paid up in full or are subject to any lien or
pledge may not be transferred unless the transfer is approved by the
Board, which may at its sole discretion withhold its approval
without having to show grounds.
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18.3 Any transfer of shares that are not paid up in full shall be subject
to the signature of the transferee and the signature of a witness in
verification of the authenticity of the signatures on the share
transfer deed.
18.4 The transferor shall be deemed to be the Registered Holder of the
transferred Securities until the name of the transferee is entered
in the Register of Members.
18.5 The share transfer deed shall be submitted to the office for
registration together with the certificates to be transferred and
such other evidence as the Company may require with regard to the
transferor's title or right to transfer the Securities. The share
transfer deeds shall remain with the Company after their
registration.
18.6 The Company may demand payment of a transfer registration fee at a
rate to be determined by the Board from time to time.
18.7 The Board may close the Register of Members for a period no longer
than 30 days every year.
18.8 Upon the death of a Registered Holder of Securities of the Company,
the Company shall recognize the guardians, administrators of the
estate, executors of the will, and in the absence of such persons,
the inheritors of the deceased person as the only ones entitled to
be registered as the Registered Holders of Securities of the
Company, subject to proof of their rights in a manner established by
the Board.
18.9 In the event of the deceased member being a Registered Holder of a
Security jointly with other persons, the surviving member shall be
considered the sole Registered Holder of said Securities, upon the
approval of the Company, without exempting the estate of the
deceased joint holder from any of the obligations relating to the
jointly held Securities.
18.10 A person acquiring a right to a Security by virtue of his being a
guardian or administrator of the estate or inheritor of the deceased
member, or receiver, liquidator or trustee in liquidation
proceedings regarding a corporate member, or by any operation of
law, may be subject to submission of such proof of entitlement as
the Board may establish be entered as the Registered Holder of the
respective Security or transfer the Security subject to the
provisions of the Articles with regard to such transfer.
18.11 A person acquiring a Security as a result of a transfer by operation
of law shall be entitled to dividends and other rights in respect of
the Security and also to receive and certify the receipt of
dividends and other sums of money in connection with the said
Security; however, such person shall not be entitled to receive
notices of the convening of General Meetings of the Company or to
participate or vote therein or to exercise any right conferred by
the Security with the exception of the aforementioned rights,
pending the registration of such person in the Register of Members.
19. ISSUANCE OF SHARES
The Board may issue shares and other securities, convertible or
exercisable into shares, up to a maximum amount equal to the registered
share capital of the Company; for this
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purpose, securities convertible or exercisable into shares, shall be
considered as having been converted or exercised on the date of issuance.
IV GENERAL MEETINGS
20. ANNUAL MEETING
20.1 An Annual Meeting shall be held once in every calendar year at such
time (within a period of not more than fifteen (15) months after the
last preceding Annual Meeting) and at such place as may be
determined by the Board.
20.2 The Annual Meeting shall:
20.2.1 Discuss the audited financial statements of the Company for
the last fiscal year;
20.2.2 Appoint auditors and establish their remuneration, or empower
the Board to establish their remuneration;
20.2.3 Appoint the directors as stipulated in Article 32 below, and
establish their remuneration;
20.2.4 Discuss any other business to be transacted at a General
Meeting according to the Articles or by operation of law.
21. EXTRAORDINARY MEETING
21.1 All General Meetings other than Annual Meetings shall be called
"Extraordinary Meetings".
21.2 The Board may, whenever it thinks fit, convene an Extraordinary
Meeting, and shall be obligated to do so upon receipt of a
requisition in writing in accordance with Section 63 of the Law.
21.3 Members of the Company shall not be authorized to convene an
Extraordinary Meeting except as provided in Section 64 of the Law.
22. NOTICE OF GENERAL MEETINGS
22.1 Prior to any General Meeting a written notice thereof shall be
delivered to all Registered Holders and to all other persons
entitled to attend thereat, and shall be otherwise made public as
required by Law. Such notice shall specify the place, the day and
the hour of the General Meeting, the agenda of the meeting and the
proposed resolutions and such other documents required under law.
The notice will be delivered not less then twenty-one (21) days
prior to any General Meeting.
22.2 The accidental omission to give notice of a General Meeting, or the
non-receipt of a notice by a member entitled to receive notices of
General Meeting, shall not invalidate the proceedings of such a
General Meeting.
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22.3 A member entitled to receive notices of General Meeting may waive
such right before such meeting of expost, and shall be deemed to
have waived such right with respect to any General Meeting at which
he was present, in person or by proxy.
23. QUORUM
23.1 Two or more members present in person or by proxy and holding shares
conferring in the aggregate more than thirty three and one third
percent (331/3%) of the total voting power attached to the shares of
the Company, shall constitute a quorum at General Meetings. No
business shall be considered or determined at a General Meeting,
unless the requisite quorum is present when the General Meeting
proceeds to consider and/or determine same business.
23.2 If within half an hour from the time appointed for the General
Meeting a quorum is not present, the General Meeting shall, if
convened upon requisition under Section 64 of the Law, be dissolved,
but in any other case it shall stand adjourned on the same day, in
the next week, at the same time and place. The requisite quorum at
an adjourned General Meeting shall be one or more members, present
in person or by proxy, holding not less than thirty three and a
third percent (331/3%) of the total voting power attached to the
shares of the Company. At an adjourned General Meeting the only
businesses to be considered shall be those matters which might have
been lawfully considered at the General Meeting originally called if
a requisite quorum had been present, and the only resolutions to be
adopted are such types of resolutions which could have been adopted
at the General Meeting originally called.
24. CHAIRMAN
The Chairman, of the Board, or if there is no such chairman, or if he is
not present, any other person appointed by the members present, shall
preside as Chairman at a General Meeting of the Company. The Chairman of
any General Meeting shall have no additional or casting vote.
25. ADOPTION OF RESOLUTION AT GENERAL MEETINGS
25.1 A resolution shall be deemed adopted at a General Meeting if the
requisite quorum is present and the resolution is supported by
members present, in person or by proxy, vested with more than fifty
percent (50%) of the total voting power attached to the shares whose
holders were present, in person or by proxy, at such General Meeting
and voted thereon, or such other percentage as is set forth in these
Articles or as required by Law.
25.2 Any resolution to amend these Articles or to amend the Memorandum
(for as long as it is still in force), shall be deemed adopted at a
General Meeting if supported by members, present in person or by
proxy, vested with a Determining Majority, which shall be
[seventy-five percent (75%)] or more of the total voting power
attached to the shares whose holders were present, in person or by
proxy, at such General Meeting and voted thereon.
25.3 Any proposed resolution put to vote at a General Meeting shall be
decided by a poll.
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25.4 Subject to approval by a General Meeting at which the requisite
quorum is present, the chairman is obligated at the request of the
General Meeting, to adjourn the General Meeting, and the adjourned
meeting shall convene at such date and place as is decided by the
General Meeting. If the General Meeting is adjourned by more than
twenty-one (21) days, a notice of the adjourned meeting shall be
given in the manner set forth in sections 67 through 69 of the Law.
An adjourned meeting may only transact such business as left
unfinished at the original meeting.
25.5 A declaration by the Chairman of the General Meeting that a proposed
resolution has been adopted or rejected, shall constitute conclusive
evidence of the adoption or rejection, respectively, of same
resolution, and no further proof verifying the contents of such
declaration or the number or proportion of the votes recorded in
favor of or against such resolution shall be required.
26. VOTING POWER
26.1 Subject to the provisions of Article 27.1 below and subject to any
other provision hereof pertaining to voting rights attached or
not-attached to shares of the Company, whether in general or in
respect of a specific matter or matters, every member shall have one
vote for each share registered in his name on the Register of
Members, regardless of its denomination or class.
26.2 In case of equality of votes, the resolution shall be deemed to have
been rejected.
27. ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETING
27.1 Unless provided otherwise by the terms of issue of the shares, no
member shall be entitled to be present or vote at a General Meeting
(or be counted as part of the quorum thereat) unless all amounts due
as at the date designated for same General Meeting with respect to
his shares were paid.
27.2 A corporate body being a member of the Company and entitled to vote
and/or attend at a General Meeting may exercise such rights by
authorizing any person, whether in general or for a specific General
Meeting, to be present and/or vote on its behalf. Upon the request
of the Chairman of the General Meeting, a writing evidence of such
authorization and its validity (in a form acceptable to the
Chairman) shall be furnished thereto.
27.3 A member entitled to vote and/or attend at a General Meeting may
appoint a proxy, whether is general or for a specific General
Meeting, to exercise such rights, in a form approved by the Board.
27.4 The instrument appointing a proxy shall be delivered to the Company
not later than forty-eight (48) hours before the time designated for
the General Meeting at which the person named in the instrument
proposes to vote and/or attend.
27.5 A member entitled to vote and/or attend at a General Meeting and is
legally incapacitated, may exercise such rights by his custodian.
27.6 If two or more persons are registered as joint owners of any share,
the right to attend at a General Meeting, if attached to such share,
shall be conferred upon all of
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the joint owners, but the right to vote at a General Meeting and/or
the right to be counted as part of the quorum thereat, if attached
to such share, shall be conferred exclusively upon the senior
amongst the joint owners attending the General Meeting, in person or
by proxy; and for this purpose seniority shall be determined by the
order in which the names appear on the Register of Members.
27.7 The voting on the terms of the instrument of proxy shall be legal
even in case of prior death or incapacity or bankruptcy of the
principal, and in respect of a corporate principal, in case of its
winding up or revocation of the instrument of proxy or transfer of
the respective share, unless a notice in writing of such death or
incapacity or bankruptcy or winding up or revocation of share
transfer shall have been received by the Register of Members.
The written notice of revocation of the proxy shall be valid if
signed by the principal and received by the Register of Members not
later than one hour before the start of voting.
27.8 No proxy shall be valid after the expiry of 12 months from the date
of its issue.
V BOARD OF DIRECTORS
28. POWERS OF THE BOARD
28.1 The Board shall be vested with the exclusive authority to exercise
all of the Company's powers which are not, by Law, the Memorandum
(for as long as it is in effect), the Articles or any applicable
law, required to be exercised by the General Meeting, the General
Manager, or any other organ of the Company as such term is defined
in the Law.
28.2 The Board shall set the policy guidelines for the Company and shall
supervise the performance and activities of the General Manager.
29. EXERCISE OF POWERS OF THE BOARD
29.1 The powers conferred upon the Board shall be vested in the Board as
collective body, and not in each one or more of the directors
individually, and all such powers may be exercised by the Board by
adopting resolutions in accordance with the provisions of the
Articles.
29.2 A resolution shall be deemed adopted at a meeting of the Board if
supported by a majority of the directors attending such meeting and
voting thereon. The Chairman of the Board shall have no casting
vote.
29.3 The Board may hold meetings using any means of communication,
provided that all of the directors participating can simultaneously
hear one another.
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30. COMMITTEES OF DIRECTORS
30.1 The Board may, subject to section 112 of the Law, delegate any or
all of its powers to committees, each consisting of two or more
directors, one of which shall be an External Director, and it may,
from time to time, revoke or alter the powers so delegated. Each
committee shall, in the exercise of the powers so delegated, conform
to any regulations and conditions prescribed by the Board upon the
delegation or at any other time. Each resolution adopted by a
committee within the powers delegated to it by the Board shall be
deemed to have been held by the Board.
30.2 The Board will appoint from among its members an audit committee.
All External Directors shall be members of the audit committee.
30.3 The provision of the Articles with respect to the meetings of the
Board, their convening and adoption of resolutions thereat shall
apply, mutatis mutandis, to the meetings of any such committee,
unless otherwise prescribed by the Board.
31. NUMBER OF DIRECTORS
Unless otherwise prescribed by a resolution adopted at a General Meeting,
the Board shall consist of not less then four (4) nor more then twelve
(12) directors (including the External Directors appointed as required
under the Law).
32. APPOINTMENT AND REMOVAL OF DIRECTORS
32.1 The directors shall be elected annually at a General Meeting as
aforesaid and shall remain in office until the next Annual Meeting
at which time they shall retire, unless their office is vacated
previously as stipulated in the Articles, provided however that the
External Directors shall be appointed, and shall remain in office,
as prescribed in the Law.
32.2 The elected directors shall assume office on the day of their
election.
32.3 A retiring director may be reelected. Pending the convening of an
Annual Meeting at which the directors are to retire from office, all
directors shall remain in office until the convening of the Annual
Meeting of the Company except in case of prior vacation of a
director's office according to the Articles.
32.4 If no directors are elected at the Annual Meeting, all the retiring
directors shall remain in office pending their replacement by a
General Meeting of the Company.
32.5 Except with regard to a director whose tenure of office expires upon
the convening of a General Meeting or a person recommended by the
Board to serve as director, no motions for appointment of a
candidate as a director shall be made unless a notice in writing
signed by a member of the Company (other than the candidate himself)
who is entitled to participate in and vote at the meeting, stating
the intent of the said member to propose a candidate for election to
the office of director, together with a document in writing by the
candidate expressing his consent to be so elected, shall have been
received at the office of the Company within a period of
13
not less than forty-eight (48) hours and not more than forty-two
(42) days before the appointed date of the General Meeting.
32.6 The General Meeting may, by way of a resolution, remove a director
from office before the expiry of his tenure, and appoint another
person to serve as director of the Company in his place, and also
appoint a number of directors in the event of the number of
directors having decreased below the minimum established by the
General Meeting.
32.7 The provisions of this Article 32 shall not apply to External
Directors, whose appointment and removal shall be pursuant to the
relevant provisions of the Law.
33. QUALIFICATION OF DIRECTORS
No person shall be disqualified to serve as a director by reason of his
not holding shares in the Company or by reason of his having served as
director in the past.
The provisions of this section 32 shall not apply to External Directors,
whose qualifications are as set forth in the relevant provisions of the
Law.
34. VACATION OF DIRECTOR'S OFFICE
The office of a director shall be vacated:
34.1 Upon his death;
34.2 On the date at which he is declared a bankrupt;
34.3 On the date he is declared legally incapacitated;
34.4 On the date stipulated therefor in the resolution of his election or
the notice of his appointment, as the case may be;
34.5 On the date stipulated therefor in the resolution or notice of his
removal or on the date of the delivery of such notice to the
Company, whichever is later;
34.6 On the date stipulated therefor in a written notice of resignation
thereby delivered to the Company or upon its delivery to the
Company, whichever is later.
34.7 If he is convicted in a final judgment of an offence of a nature
which disqualifies a person from serving as a director, as set forth
in the Law.
34.8 If a court of competent jurisdiction decides to terminate his
office, in accordance with the provisions of the Law, in a decision
or judgment for which no stay of enforcement is granted.
35. REMUNERATION OF DIRECTORS
The directors shall be entitled to remuneration by the Company for their
services as directors. The remuneration may be established as a global sum
or as a fee for participation in meetings. In addition to such
remuneration, every director shall be
14
entitled to a refund of reasonable expenses for travel, per diem money,
and other expenses related to the discharge of his duties as a director.
The provisions of this section 34 shall not apply to External Directors,
whose remuneration shall be in accordance with the relevant provisions of
the Law.
36. CONFLICT OF INTERESTS
36.1 Subject to the provisions of the Law, the Company may consider and
approve, by a resolution of the Board, each of the following
transactions, which are not detrimental to the best interests of the
Company:
36.1.1 a transaction to which the Company is a party to, and in
which an officer of the Company has an interest; or
36.1.2 a transaction between the Company and officer of the Company;
or
36.1.3 such other transactions that require special approval
pursuant to the Law.
Notwithstanding the foregoing, in the event of an extraordinary
transaction ("Iska Chariga" as defined in the Law) or the approval
of the terms of service or employment (including any waiver,
insurance or indemnification) of an officer of the Company, such
transaction shall require such additional approval as stipulated by
the Law. Any officer shall not participate in the meeting of the
Board or audit committee (whichever applicable), where such
resolution is considered and shall not vote in such meeting, unless
the majority of the members of the Board or audit committee shall
have an interest in the approval of the transaction, in which case
such transaction must also be approved by the General Meeting.
37. ALTERNATE DIRECTOR
37.1 Subject to the approval of the Board, a director may, by delivering
a written notice to the Company, appoint an alternate for himself
(hereinafter referred to as "Alternate Director"), remove such
Alternate Director and appoint another Alternate Director in place
of any Alternate Director appointed by him whose office has been
vacated for any reason whatsoever. The appointment of the Alternate
Director shall be for an indefinite period and for all purposes,
unless restricted to a specific period, to a specific meeting or act
of the Board, to a specific matter or in any other manner, and same
restriction was specified in the appointment instrument or in a
written note delivered to the Company.
37.2 Any notice delivered to the Company pursuant to Article 37.1 shall
become effective on the date specified therefor therein or upon
delivery thereof to the Company or upon approval of the Board,
whichever is later.
37.3 An Alternate Director shall be vested with all rights and shall bear
all obligations of the director who appointed him, provided,
however, that he shall not be entitled to appoint an alternate for
himself (unless the instrument appointed him expressly provides
otherwise), and provided further that the Alternate Director shall
have no
15
standing at any meeting of the Board or any committee thereof
whereat the director who appointed him is present.
37.4 The following may not be appointed nor serve as an Alternate
Director: (i) a person not qualified to be appointed as a director,
(ii) an actual director, or (iii) another Alternate Director.
37.5 The office of an Alternate Director shall be vacated under the
circumstances, mutatis mutandis, set forth in Article 34, and such
office shall further be ipso facto vacated if the director who
appointed such Alternate Director ceases to be a director.
38. MEETING OF THE BOARD
38.1 Subject to Articles 40 and 41 below, the Board may meet, adjourn its
meeting and otherwise determine and regulate such meetings and their
proceedings as it deems fit.
38.2 Upon the vacation of the office of a director, the remaining
directors may continue to discharge their functions until the number
of remaining directors decreases below the minimum established in
the Articles. In the latter case the remaining directors may only
act to convene a General Meeting of the Company.
38.3 The directors may at any time appoint any person to serve as
director as replacement for a vacated office or in order to increase
the number of directors, subject to the condition that the number of
directors shall not exceed the maximum established in these
Articles. Any so appointed director shall remain in office until the
next General Meeting, at which he may be reelected.
39. CONVENING MEETINGS OF THE BOARD
39.1 The Chairman of the Board may, at any time, convene a meeting of the
Board, and shall be obliged to do so (i) at least once every three
months, (ii) upon receipt of a written demand from any one director,
or (iii) in accordance with section 1224)) or 169 of the Law. In the
event there is no such Chairman or a meeting of the Board was not
convened to a date which is no later then ten (10) days following
delivery of such written demand or receipt of the relevant notice or
report, any of the abovementioned directors may convene a meeting of
the Board.
Convening a meeting of the Board shall be made by delivering a
notice thereof to all of the directors within a reasonable length of
time prior to the date thereof. Such notice shall specify the exact
time and place of the meeting so called and a reasonably detailed
description of the all of the issues on the agenda for such meeting.
39.2 A resolution adopted at a meeting of the Board, which had not
convened in accordance with the necessary requirements set forth in
the Law or these Articles may be invalidated in accordance with the
applicable provisions of the Law.
16
39.3 A director may waive his right to receive prior notice of any
meeting, in general or in respect of a specific meeting, and shall
be deemed to have waived such right with respect to any meeting at
which he was present.
40. QUORUM
A majority of the number of directors then in office shall constitute a
quorum at meetings of the Board, except if and as otherwise required in
accordance with the Law. No business shall be considered or determined at
any meeting of the Board unless the requisite quorum is present when the
meeting proceeds to consider or determine same business.
41. CHAIRMAN OF THE BOARD
The Board may from time to time elect one of its members to be the
Chairman of the Board, remove such Chairman from office and appoint
another in his place. However, the General Manager shall not serve as the
Chairman of the Board, nor shall the Chairman of the Board be vested with
the powers designated to the General Manager, except in accordance with
section 121(3) of the Law. The Chairman of the Board shall preside at
every meeting of the Board, but if there is no such Chairman, or if he is
not present or he is unwilling to take the chair at any meeting, the
directors present shall elect one of their members to be chairman of such
meeting. The Chairman of the Board shall have no casting vote.
VI GENERAL MANAGER
42. GENERAL MANAGER
42.1 The Board shall appoint one or more persons, whether or not
directors, as General Manager(s) of the Company, either for a
definite period or without any limitation of time, and may confer
powers, authorities and rights and/or impose duties and obligations
upon such person or persons and determine his or their salaries as
the Board may deem fit and subject to the provisions of the Law.
VII MINUTES OF THE BOARD
43. MINUTES
43.1 The proceedings of each meeting of the Board and meeting of
committee of the Board shall be recorded in the minutes of the
Company. Such minutes shall set forth the names of the persons
present at every such meeting and all resolutions adopted thereat
and shall be signed by the chairman of the meeting.
43.2 All minutes approved and signed by the chairman of the meeting or
the Chairman of the Board, shall constitute prima facie evidence of
its contents.
17
VIII INTERNAL AUDITOR
44. INTERNAL AUDITOR
44.1 The Board shall appoint an internal auditor in accordance with the
provisions of the Law.
44.2 The Internal Auditor shall submit to the audit committee a proposal
for an annual or periodic work program for its approval. The Audit
Committee shall approve such proposal subject to the modifications
which it considers necessary.
44.3 The General Manager shall be in charge of and supervise the Internal
auditor's performance of its obligations.
IX DIVIDENDS AND PROFITS
45. DECLARATION OF DIVIDENDS
45.1 The Board may, from time to time, subject to the provisions of the
Law, declare a dividend at a rate as the Board may deem considering
the accrued profits of the Company as set forth in its financial
statements, and provided that the payment of such dividends will not
reasonably prevent the Company from meeting its current and expected
liabilities.
45.2 Subject to any special or restricted rights conferred upon the
holders of shares as to dividends, all dividends shall be declared
and paid in accordance with the paid-up capital of the Company
attributable to the shares in respect of which the dividends are
declared and paid. The paid-up capital attributable to any share
(whether issued at its nominal value, at a premium or at a
discount), shall be nominal value of such share. Provided, however
that if the entire consideration for same share was not yet paid to
the Company, the paid-up capital attribute thereto shall be such
proportion of the nominal value as the amount paid to the Company
with respect to the share bears to its full consideration, and
further provided the amounts which have been prepaid on account of
shares and the Company has agreed to pay interest thereon shall not
be deemed, for the purposes of this Article, to be payments on
account of such shares. In the event no amount has been paid with
respect to any shares whatsoever, dividends may be declared and paid
according to the nominal value of the shares.
45.3 Notice of the declaration of dividends shall be delivered to all
those entitled to such dividends.
46. RIGHTS TO PARTICIPATE IN THE DISTRIBUTION OF DIVIDENDS
46.1 Subject to special rights with respect to the Company's profits to
be conferred upon any person pursuant to these Articles and the Law,
all the profits of the Company may be distributed among the members
entitled to participate in the distribution of dividends.
18
46.2 Notwithstanding for foregoing, a holder of shares shall not be
attributed with the right to participate in the distribution of
dividends which were declared for a period preceding the date of the
actual issuance.
47. INTEREST ON DIVIDENDS
The Company shall not be obligated to pay, and shall not pay interest on
declared dividends.
48. PAYMENT OF DIVIDENDS
Subject to Article 49, a declared dividend may be paid by wire transfer or
a check made to the order of the person entitled to receive such dividend
(and if there are two or more persons entitled to the dividend in respect
of the same share - to the order of any one of such persons) or to the
order of such person as the person entitled thereto may direct in writing.
Same check shall be sent to the address of the person entitled to the
dividend, as notified to the Company.
49. PAYMENT IN SPECIE
Upon the recommendation of the Board, dividends may be paid, wholly or
partly, by the distribution of specific assets of the Company and/or by
the distribution of shares and/or debentures of the Company and/or of any
other company, or in any combination of such manners.
50. SETTING-OFF DIVIDENDS
The Company's obligation to pay dividends or any other amount in respect
of shares, may be set-off by the Company against any indebtedness, however
arising, liquidated or non-liquidated, of the person entitled to receive
the dividend.
The provisions contained in this Article shall not prejudice any other
right or remedy vested with the Company pursuant to the Articles or any
applicable law.
51. UNCLAIMED DIVIDENDS
51.1 Dividends unclaimed by the person entitled thereto within thirty
(30) days after the date stipulated for their payment, may be
invested or otherwise used by the company, as it deems fit, until
claimed; but the Company shall not be deemed a trustee in respect
thereof.
51.2 Dividends unclaimed within the period of seven (7) years from the
date stipulated for their payment, shall be forfeited and shall
revert to the Company, unless otherwise directed by the Board
52. RESERVES AND FUNDS
52.1 The Board may, before recommending the distribution of dividends,
determine to set aside out of the profits of the Company or out of
an assets revaluation fund and carry to reserve or reserves such
sums as it deems fit, and direct the designation, application and
use of such
19
sums. The Board may further determine that any such sums which it
deems prudent not to distribute as dividends will not be set aside
for reserve, but shall remain as such at the disposal of the
Company.
52.2 The Board may, from time to time, direct the revaluation of the
assets of the Company, in whole or in part, and the creation of an
assets revaluation fund out of the revaluation surplus, if any.
53. CAPITALIZATION OF PROFITS
53.1 The Board may capitalize all or any part of the sums or assets
allocated to the credit of any reserve fund or to the credit of the
profit and loss account or being otherwise distributable as
dividends (including sums or assets received as premiums on the
issuance of shares or debentures), and direct accordingly that such
sums or assets be released for distribution amongst the members who
would have been entitled thereto if distributed by way of dividends
and in the same proportion; provided that same sums or assets be not
paid in cash or in specie but be applied for the payment in full or
in part of the unpaid consideration of the issued shares held by
such members and/or for the payment in full of the consideration (as
shall be stipulated in said resolution) for shares or debentures of
the Company to be issued to such members subsequent to the date of
said resolution, credited as fully paid up.
53.2 In the event a resolution as aforesaid shall have been adopted, the
Board shall make all adjustments and applications of the moneys or
assets resolved to be capitalized thereby, and shall do all acts and
things required to give effect thereto. The Board may authorize any
person to enter into agreement with the Company on behalf of all
members entitled to participate in such distribution, providing for
the issuance to such members of any shares or debentures, credited
as fully paid, to which they may be entitled upon such
capitalization or for the payment on behalf of such members, by the
application thereto of the proportionate part of the money or assets
resolved to be capitalized, of the amounts or any part thereof
remaining unpaid on their existing shares, and any agreement made
under such authority shall be effective and binding upon all such
members.
X ACCOUNTING BOOKS
54. ACCOUNTING BOOKS
54.1 The Board shall cause the Company to hold proper accounting books
and to prepare an annual balance sheet, a statement of Profit and
Loss, and such other financial statements as the Company may be
required to prepare under law.
The accounting books of the Company shall be held at the office or
at a place deemed fit by the Board, and they shall be open to
inspection by the directors.
54.2 The Board may determine at its sole discretion the terms on which
any of the accounts and books of the Company shall be open to
inspection by members, and no member (other than a director) shall
be entitled to inspect any account or ledger or document of the
Company unless such right is granted by law or by the Board.
54.3 At least once a year, the Board shall submit to the Annual Meeting
financial statements for the period from the previous statement as
required by Law. The
20
balance sheet shall be accompanied by an auditors' report and a
report by the Board on the position of the Company.
XI BRANCH REGISTERS
55. AUTHORITY TO KEEP BRANCH REGISTERS
The Company may keep branch registers in any reciprocal state.
56. PROVISIONS IN RESPECT OF KEEPING BRANCH REGISTERS
Subject to the provisions contained in the Law, the Board shall be
authorized to make such rules and procedures in connection with the
keeping of branch registers as it may, from time to time, think fit.
XII SIGNATURES
57. THE COMPANY'S SIGNATURE
57.1 A document shall be deemed signed by the Company upon the
fulfillment of the following:
57.1.1 It bears the name of the Company in print;
57.1.2 It bears the signature of one or more persons authorized
therefor by the Board; and
57.1.3 The act of the person authorized by the Board as aforesaid
was within its authority and without deviation therefrom.
57.2 The signatory rights on behalf of the Company shall be determined by
the Board.
57.3 An authorization by the Board as provided in Article 57.2 may be for
a specific matter, for a specific document or for a certain sort of
document or for all the Company's documents or for a definite period
of time or for an unlimited period of time, provided that any such
authority may be terminated by Board, at will.
57.4 The provisions of this Article shall apply both to the Company's
documents executed in Israel and the Company's documents executed
abroad.
XIII NOTICES
58. NOTICES IN WRITING
58.1 Notices pursuant to the Law, the Memorandum and the Articles shall
be made in the manner prescribed by the Board from time to time.
21
58.2 Unless otherwise prescribed by the Board, all notices shall be made
in writing and shall be sent by mail.
59. DELIVERY OF NOTICES
59.1 Each member and each director shall notify the Company in writing of
his address for the receipt of notices, documents and other
communications relating to the Company, it's business and affairs.
59.2 Any notice, document or other communication shall be deemed to have
been received at the time received by the addressee or at its
address, or if sent by registered mail to same address - within
seven (7) days from its dispatch, whichever is earlier.
59.3 The address for the purposes of Article 59.2 shall be the address
furnished pursuant to Article 59.1, and the address of the Company
for the purposes of Article 59.2 shall be its registered address or
principal place of business.
XIV INDEMNITY AND INSURANCE
60. INDEMNITY OF OFFICERS
60.1 The Company may indemnify any officer for any of the following:
60.1.1 A monetary liability imposed upon an officer for the benefit
of another person by a judgment, including a judgment giving
effect to a compromise and an arbitration award approved by a
court, with respect to an act performed by same officer in his
capacity as an officer of the Company;
60.1.2 Reasonable litigation expenses, including attorney's fees,
incurred by an officer or imposed upon him by a court, in a
proceeding brought against him by the Company or on its behalf
or by another person, or in a criminal proceeding in which he
was acquitted, or in a criminal proceeding in which he was
convicted of a crime that does not require proof of criminal
intent, and all with respect to an act thereby performed in
his capacity as an officer of the Company.
60.2 The Company may:
60.2.1 Undertake in advance to indemnify an officer, provided that
the undertaking be limited to categories of events which in
the Board's opinion can be foreseen when the undertaking to
indemnify is given, and to an amount established by the Board
as reasonable under the circumstances; or
60.2.2 Indemnify the officer retroactively.
61. INSURANCE OF OFFICER
The Company may enter into an agreement for the insurance of the liability
of an officer, in whole or in part, with respect to any liability which
may imposed upon such officer as
22
a result of an act performed by same officer in his capacity as an officer
of the Company, for any of the following:
61.1 A breach of a cautionary duty toward the Company or toward another
person;
61.2 A breach of a fiduciary duty toward the Company, provided the
officer acted in good faith and has had reasonable ground to assume
that the act would not be detrimental to the Company;
61.3 A monetary liability imposed upon an officer toward another;
XV WINDING UP
62. DISTRIBUTION OF ASSETS
If the Company be wound up, then, subject to provisions of any applicable
law and to any special or restricted rights attached to a share, the
assets of the Company in excess of its liabilities shall be distributed
among the members in proportion to the paid-up capital of the Company
attributable to the shares in respect of which such distribution is being
made. The paid-up capital attributable to any share (whether issued at its
nominal value, at a premium or at a discount), shall be a nominal value of
such share, provided, however, that if the entire consideration for same
share was not yet paid to the Company, the paid-up capital attributable
thereto shall be such proportion of the nominal value as the amount paid
to the Company with respect to the share bears to its full consideration.
23
TABLE OF CONTENTS
SUBJECT PAGE
I PRELIMINARY
Interpretation 1
Name 2
Purpose and Objective 2
II SHARE CAPITAL
Share Capital 2
Limited Liability 2
Alteration of Share Capital 2
III SHARES
Rights Attached to Shares 3
Issuance of Shares 3
Share Certificates 4
Owners of Shares 4
Calls on Shares 4
Forfeiture and Surrender 5
Lien 6
Sale of Shares after Forfeiture or Surrender or
in Enforcement of Lien 7
Redeemable Shares 7
Effectiveness of Transfer of Shares 7
Procedure on Voluntary Transfer of Shares 7
Transfer of Shares 7
Issuance of Shares 8
IV GENERAL MEETING
Annual Meeting 9
Extraordinary Meeting 9
Notice of General Meetings 9
Quorum 10
Chairman 10
Adoption of Resolution at General Meetings 10
Voting Power 11
Attendance and Voting Rights at General Meeting 11
V BOARD OF DIRECTORS
Powers of the Board 12
Exercise of Powers of the Board 12
Committees of Directors 13
Number of Directors 13
Appointment and Removal of Directors 13
Qualification of Directors 14
Vacation of Director's Office 14
Remuneration of Directors 14
Conflict of Interests 15
Alternate Director 15
Meeting of the Board 16
Convening Meetings of the Board 16
Quorum 17
Chairman of the Board 17
VI GENERAL MANAGER
General Manager 17
VII MINUTES OF THE BOARD
Minutes 17
VIII INTERNAL AUDITOR
Internal Auditor 18
IX DIVIDENDS AND PROFIT
Declaration of Dividends 18
Rights to Participate in the Distribution of Dividends 18
Interest on Dividends 19
Payment of Dividends 19
Payment in Specie 19
Setting-Off Dividends 19
Unclaimed Dividends 19
Reserves and Funds 19
Capitalization of Profits 20
X ACCOUNTING BOOKS
Accounting Books 20
XI BRANCH REGISTERS
Authority to keep Branch Registers 21
Provisions in respect of keeping Branch Registers 21
XII SIGNATURES
The Company's Signature 21
XIII NOTICES
Notices in Writing 21
Delivery of Notices 22
XIV INDEMNITY AND INSURANCE
Indemnity of Officers 22
Insurance of Officer 22
XV WINDING UP
Distribution of Assets 23