Article C: Convening and Direction of General Meeting | |
66. (a) The agenda at a general meeting shall be fixed by the board of directors and may also include matters in respect of which the convening of a special meeting is required under section 63 as well as any matter requested as provided in subsection (b). (b) One or more shareholders with at least one percent of the voting rights at the general meeting may request that the board of directors include a matter in the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter in the general meeting. (c) Only resolutions regarding matters set out in the agenda may be passed by the general meeting. | Agenda |
67. An invitation to a general meeting of a private company shall be delivered to any person who is entitled to take part in the meeting, no later than seven days prior to the date of convening of the meeting, provided that such invitation shall not be delivered more than forty five days prior to the date of convening of the meeting, if not otherwise provided in the articles of association. | Dates of delivery of invitations for private company |
68. (a) An invitation to a general meeting of a private company shall set out the date and place in which the meeting is to be held, and the agenda and a reasonably detailed statement of the matters for discussion. (b) Where a proposal to alter the articles of association is on the agenda of a general meeting, the text of the proposed alteration shall be set out in detail. | Contents of invitation to general meeting of a private company |
69. (a) Notice of a general meeting of a public company shall be published as prescribed by the Minister. (b) Notice of a general meeting of a public company shall be delivered to every shareholder on the register of shareholders at least twenty-one days prior to its being convened, unless the articles of association prescribe that no notice is to be delivered. (c) The notice shall set out the agenda, proposed resolutions and arrangements regarding voting by writing pursuant to the provisions of Article G. (d) The Minister may make provisions, after consultation with the Securities Authority, in matters relating to this section including the manner of detailing subjects, unless there are provisions in this regard in another law. | Notice of general meeting of public company, and contents thereof |
70. The Minister may prescribe that where the text of resolutions are out specified an invitation or in a notice, the general meeting may pass resolutions that are differ in their wording from that of resolutions that were on the agenda, in respect of matters and according to such criteria as the Minister may prescribe. | Regulations regarding resolutions at general meetings |
71. A shareholder in a public company desirous of voting at a general meeting shall produce proof to the company of his ownership of the share in such manner prescribed by the Minister. | Proof of ownership of shares in a public company |
72. Where it is practicably impossible to convene a meeting or direct one in the manner prescribed in the articles of association or in this Law, the court may, at the request of the company, a shareholder entitled to vote at the meeting, or a director, order the meeting to be convened and directed in the manner that the court shall prescribe, and the court may make such supplementary provisions as it shall see fit. | Convening meeting by court |
73. A public company whose shares have been offered to the public in Israel only or that are traded on a stock exchange in Israel only shall hold its general meeting in Israel. | Meeting in Israel |
74. (a) A general meeting with a quorum present may resolve to adjourn the meeting to such other time and place as it may determine; only matters that were on the agenda and in respect of which no resolution was passed shall be discussed at the adjourned meeting. (b) Where a general meeting is adjourned for more than twenty one days, notices and invitations for the adjourned meeting shall be given in accordance with sections 67 to 69. | Meeting adjourned by resolution of the meeting |
75. The provisions of this Article, and of Articles D, E and F shall apply, mutatis mutandis, to class meetings, wherever the company is required to hold such. | Class meeting |
