Israel Company Law 1999

Article H: Minutes of the Meeting

90. (a) A company shall keep minutes of the proceedings at the general meeting, and shall keep them at its registered office for a period of seven years from the date of such meeting.

(b) Minutes signed by the chairman of the meeting shall constitute prima facie evidence of the contents thereof.

(c) The register of minutes of general meetings shall be kept at the registered office of the company and shall be open for inspection by its shareholders, and a copy of the register shall be sent to any shareholder who so requests.

Minutes at a general meeting

Article I: Defects in Convening Meetings

91. (a) The court may, on the application of a shareholder, order the cancellation of a resolution passed by a general meeting convened or held without the conditions prescribed for such in this Law or in the articles of association having been fulfilled.

(b) Where the defect in convening the meeting relates to a notice regarding the place where the meeting is to be held or its timing, a shareholder who arrived at the meeting despite the defect shall not be allowed to require abrogation of any resolution.

Defects in convening meetings

Chapter 3: The Board of Directors

Article A: Powers of the Board of Directors

92. (a) The board of directors shall outline the policy of the company and shall supervise the performance of the functions and acts of the general manager within that framework, and:

(1) shall determine the company’s plans of action, principles for funding them and the priorities between them;

(2) shall examine the company’s financial status, and shall set the credit limits that the company be entitled to operate;

(3) shall determine the organizational structure of the company and its wage policy;

(4) may resolve to issue debenture series;

(5) shall be responsible for preparing financial reports and certifying them, as provided in section 171;

(6) shall report to the annual general meeting on the position of the company’s affairs and on the outcome of its business activities as provided in section 173;

(7) shall appoint and remove the general manager as provided in section 250;

(8) shall decide on acts and transactions requiring its approval under the articles of association or pursuant to the provisions of sections 255 and 268 to 275;

(9) may allot shares and securities convertible to shares up to the limit of the registered share capital of the company, in accordance with the provisions of section 288;

(10) may resolve to effect a distribution as provided in sections 307 and 308;

(11) shall give its opinion on special tender offers as provided in section 329.

(b) The powers of the board of directors under this section may not be delegated to the general manager; the powers set out in section 112 may be delegated as set out in that section.

Powers and duties of the board of directors

93. (a) A private company may have a board of directors numbering one person.

(b) The provisions of this Article shall apply to a board of directors numbering one person; the provisions of Article F shall apply to the resolutions of such a board of directors, mutatis mutandis; the remainder of the provisions of this chapter shall not apply to a board of directors numbering one person.

Board of directors numbering one person