AMUTOT LAW, 5740-1980* | |||||||
Chapter One : Establishment | |||||||
Right to establish amuta. |
1.Two or more persons who wish to incorporate as a body corporate for a lawful purpose not aimed at the distribution of profits to its members may establish an amuta (non-profit society). An amuta shall be constitued by registration in the Register of Amutot. | ||||||
Application for registration of amuta. |
2.An application for registration of an amuta shall be submitted by the founders to the Registrar of Amutot (hereinafter referred to as "the Registrar"), indicating the name, objects and address in Israel of the amuta and the names, address and identity numbers of the founders. | ||||||
Restrictions as to registration of amuta. |
3.An amuta shall not be registered if any of its objects negates the existence or democratic character of the State of Israel or if there are reasonable grounds for concluding that the amuta will be used as a cover for illegal activities. | ||||||
Restrictions as to name of amuta. |
4.
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Registration of amuta. |
5.Where an application under section 2 has been submitted, the Registrar shall register the amuta in the Register of Amutot unless he considers himself prevented from doing so by section 1, 3 or 4(a). | ||||||
Appeal. | 6.Where the Registrar refuses to register an amuta, the founders may appeal to the District Court within thirty days after notice of the refusal is delivered to them. A request by the Registrar under section 4(b) may be appealed as aforesaid by the amuta within thirty days after notice thereof is delivered to it. | ||||||
Publication and certificate of registration. |
7.Where an amuta has been registered, the Registrar shall publish a notice to such effect in Reshumot and shall issue a certificate of registration to the amuta. The certificate shall be conclusive evidence that the amuta has been duly established. | ||||||
Amuta to be body corporate. |
8.From the day given in the certificate of registration as the date of registration, the amuta shall be a body corporate, competent in respect of any right, obligation and legal act. | ||||||
Chapter Two : Rules | |||||||
Rules to have effect of contract. |
9.Every amuta shall have rules, the effect of which shall be that of a contract by which the amuta and its members undertake to comply with the provisions thereof. | ||||||
Registered roles and model rules. |
10.
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Change of rules. |
11.An amuta may change its rules by a resolution of the general meeting passed by a majority of the votes of those entitled to vote thereat. | ||||||
Change of name and objects. |
12.An amuta may, by resolution as specified in section 11, change its name or objects. Any such resolution shall require registration by the Registrar, and the provisions of sections 4 to 7 shall apply mutatis mutandis. The resolution shall have effect from the date of its registration by the Registrar. | ||||||
Restriction as to powers. |
13.The rules may limit the power of the amuta to change its rules, name or objects, require a greater majority for the change than is prescribed by section 11 or attach other conditions thereto. | ||||||
Change of address. |
14.Notice of any change of the address of the office of the amuta shall be given to the Registrar, who shall register the change. | ||||||
Chapter Three : Members | |||||||
Qualifications. | 15.Every person of full age and every body corporate are qualified to be members of an amuta. | ||||||
Conditions of membership. |
16.The conditions of membership of an amuta and the
admission, resignation and expulsion of members shall be in accordance
with the provisions of the rules; however -
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Nature of membership. |
17.Membership of an amuta shall be personal, not transferable and not inheritable. | ||||||
Register of members. |
18.An amuta shall keep a register of members in which every member, his address and identity number and the dates of the commencement and termination of his membership shall be recorded. | ||||||
Chapter Four: Agencies | |||||||
Obligatory and optional agencies. |
19.
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Article One: General Meeting | |||||||
Times for convening meeting. |
20.
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Voting. | 21.At a general meeting, every member shall have one vote, and voting shall be personal, unless otherwise provided by the Rules. | ||||||
Majority. | 22.The decisions of the general meeting shall be passed by a simple majority of those voting save as otherwise provided by this Law or the rules. | ||||||
Minutes. | 23.At every general meeting, minutes shall be kept. The minutes shall be signed be the chairman of the meeting and upon being signed by him shall be prima facie evidence of their contents and of the validity of the convening and conduct of the meeting and the passing of its decisions. | ||||||
Meeting of representatives. |
24.
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Article Two: The Board | |||||||
Powers. | 25.The board shall manage the affairs of the amuta, and it shall have every power not reserved by this Law or the rules to the general meeting or another of the agencies of the amuta. | ||||||
Constitution. | 26.
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Duty of board member. |
27.The members of the board shall act in the interest of the amuta, within the framework of its objects and in accordance with the rules and the resolutions of the general meeting. | ||||||
Removal of board member from office. |
28.The general meeting may at any time remove a member of the board from office. | ||||||
Register of board members. |
29.An amuta shall keep a register of board members in which the name, address and identity number and the dates of commencement and termination of service of each member shall be recorded. | ||||||
Article Three: Control Committee | |||||||
Functions. | 30.The control committee or audit body shall examine the financial and economic affairs, and the account-books, of the amuta and shall lay before the general meeting its recommendations as to the approval of the financial report. | ||||||
Constitution. | 31.The control committee or audit body shall be elected by an ordinary general meeting. | ||||||
Article Four: Restrictions as to Tenure | |||||||
Exclusivity of tenure. |
32.A person shall not at one and the same time serve as a member of the board and as a member of the Control Committee or audit body. | ||||||
Disqualification for tenure. |
33.
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Validity of act. |
34.The validity of an act of a member of the board, a member of the control committee or a member of the audit body shall not be impaired by a defect in his election or appointment. | ||||||
Chapter Five: Keeping of Accounts, Submission of
Documents and Inspection | |||||||
Account-books. | 35.
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Financial report. |
36.The board shall lay before every ordinary general meeting a balance-sheet and income-and-expenditure report {hereinafter referred to as a "financial report") of the amuta. The financial report shall be submitted to the control committee or audit body not later than two weeks before the date of the meeting or at an earlier date prescribed by the rules. | ||||||
Audit. | 37.
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Submission of documents to Registrar. | 38.An amuta shall submit to the Registrar the
following documents, signed by two members of the board:
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Inspection. | 39.
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Chapter Six: Investigation of Business | |||||||
Appointment and powers of investigator. |
40.
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Expenses of investigation. |
41.
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Chapter Seven: Winding-Up | |||||||
Modes of winding-up. |
42.An amuta may be wound up voluntarily or by court order. | ||||||
Article One: Voluntary Winding-Up | |||||||
Winding-up resolution and appointment of liquidator. |
43.
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Declaration of solvency. |
44.A general meeting referred to in section 43 may only be convened if an affidavit by a majority of the members of the board has been submitted to the Registrar to the effect that they have examined the state of the business of the amuta and are satisfied that it is able to pay its debts in full within one year from the commencement of the winding-up. | ||||||
Functions of liquidator. |
45.The liquidator shall -
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Notice to creditors. |
46.
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Termination of winding-up. |
47.
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Saving of power. |
48.Voluntary winding-up shall not affect the power of the court to make a winding-up order under section 49. Where such an order is made, the winding-up under the order shall be deemed to have commenced on the date of commencement of the voluntary winding-up. | ||||||
Article Two: Winding-Up by Court Order | |||||||
Grounds foi winding-up. |
49.The District Court may order the winding-up of an
amuta when any one of the following is the case:
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Application for winding-up order. |
50.
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Preliminary clarification. |
51.Where the Registrar has reason to apprehend that one of the grounds for winding-up mentioned in section 49 (1), (2), (4) or (5) exists in respect of an amuta, he may demand from any member of the amuta or of one of its agencies, or from any of its employees, any document in his possession, or any information, which, in the opinion of the Registrar, may assist in clarifying the matter. | ||||||
Appeal. | 52.The Attorney-General, the Registrar, the amuta and any person who, having been a party to the proceedings in the District Court, is aggrieved by the winding-up order or by the refusal to grant it, may appeal to the Supreme Court. An aggrieved party who was not a party lo those proceedings may so appeal if he has received leave to do so from the President of the District Court. | ||||||
Commencement of winding-up. |
53.Winding-up by court order shall commence on the date of the order unless a different date is prescribed therein. | ||||||
Application of provisions. |
54.The provisions of sections 149, 154(1), 155, 156, 162 to 164, 166, 170 to 172, 174A, 180, 185, 187, 188, 215, 219 to 220B, 225 to 229, 233 and 234 of the Companies Ordinance(2), shall apply mutatis mutandis to the winding-up of an amuta by court order. | ||||||
Article Three: General Provisions | |||||||
Activities and representation. |
55.From the date of commencement of the winding-up or, if the court, in the winding-up order, has prescribed a date prior to the date of the order, from such latter date, the amuta shall not continue any activity other than an activity required for carrying out the winding-up, and every power to act on behalf of the amuta shall vest in the liquidator alone. | ||||||
Directions of the court. |
56.The court may, on the application of the liquidator, a member of the amuta or a creditor, issue directions to the liquidator as to any matter relating to the winding-up. | ||||||
Duty to give information. |
57.Every member or former member of the amuta or of any of its agencies and every employee or former employee of the amuta shall, upon the demand of the liquidator, deliver to him any document in their possession and any information relating to the business or affairs of the amuta. | ||||||
Property of wound-up amuta. |
58.Where any property remains after an amuta has been wound up and its debts have been paid in full, such property shall be dealt with in accordance with the provisions of the rules. In the absence of such provisions or where it is not practicable to act in accordance therewith, such property shall, in accordance with the directions of the court, be devoted to an object defined by the court as related lo the objects of the amuta. | ||||||
Striking-off and revival of amuta; voidance of winding-up. |
59.
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Chapter Eight: Existing Societies | |||||||
Application for registration. |
60.
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Registration of society as amuta. |
61.
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Society not applying for registration. |
62.Where an existing society does not apply for registration as an amuta within the period mentioned in section 60, the Registrar may strike it off. The striking-off proceeding and the revival of the society after its being struck off shall be governed, mutatis mutandis, by the provisions of section 242 of the Companies Ordinance. | ||||||
Chapter Nine: Miscellaneous | |||||||
Registrar of amutot. |
63.The Minister of Justice shall appoint a State employee qualified to be a Judge of a Magistrates' Court to be Registrar of Amutot, and he may appoint a State employee or State employees qualified to be a Judge or Judges as aforesaid to be an Assistant Registrar or Assistant Registrars. | ||||||
Penalties. | 64.An amuta which contravenes any of the provisions of sections 18, 23, 29, 35 and 38 and every person responsible for the contravention shall be liable to a fine of 1,000 shekalim. | ||||||
Exemption from application. |
65.The Minister of the Interior may, with the approval of the Constitution, Legislation and Juridical Committee of the Knesset, prescribe by regulations that any of the provisions of this Law shall not apply, or shall apply with variations, as may be stated in the regulations, to specific categories of amutot. | ||||||
Implementation and regulations. |
66.
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Inapplicability. | 67.The provisions of this Law shall not apply to -
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Application of Ottoman Law. |
68.The Ottoman Law shall apply only to an existing society so long as it has not been registered as an amuta or has not been struck off under section 62 and to societies to which this Law does not apply under section 67. | ||||||
Amendment of Trust Law. |
69.Section 35 of the Trust Law, 5739-1979(3), is hereby repealed. | ||||||
Commencement. | 70.This Law shall come into force on the 26th Adar Bet, 5741 (1st April, 1981). | ||||||
Publication. | 71.This Law shall be published within thirty days from the date of its adoption by the Knesset. | ||||||
SCHEDULE (Section 10) Model Rules of Amuta Article One : Membership | |||||||
Admission of member. |
1.
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Rights and duties of members. |
2.
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Termination of membership. |
3.
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Communications to members. |
4.Any invitation, request, warning or other communication by the amuta to a member shall be in writing and shall be delivered to him personally or sent by ordinary mail to his address registered in the register of members. On the written application of member, the amuta shall change his address registered in the register of members. | ||||||
Article Two: General Meeting | |||||||
Time and place. | 5.The day, hour and place of a general meeting shall be fixed by the board. | ||||||
Invitation. | 6.A general meeting shall be convened by notice to every member at least ten days in advance, indicating the day, hour, place and agenda. | ||||||
Functions of ordinary general meeting. |
7.An ordinary general meeting shall hear reports on the activities of the board and the activities of the control committee, shall consider them and the financial report submitted to it by the board, shall decide on the approval of the said reports and shall elect a board and a control committee. | ||||||
Quorum. | 8.
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Chairman and secretary. |
9.A general meeting shall elect a chairman and a secretary for itself from among the members of the amuta. | ||||||
Decisions. | 10.The decisions of a general meeting shall be passed by a majority of the votes of those voting unless the Law or these Rules requires or require a different majority. Where the votes are evenly divided, the chairman of the meeting shall have a casting vote. | ||||||
Minutes. | 11.The secretary of the meeting shall keep minutes thereof. | ||||||
Article Three : The Board | |||||||
Number of members. |
12.The number of the members of the board shall be fixed by decision of the general meeting but shall not be less than two. | ||||||
Period of tenure. |
13.
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Filling vacancy on board. |
14.
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Meetings of board. |
15.The board may itself make rules as to the times of its meetings, invitations thereto, a quorum thereat and procedure for conducting them. | ||||||
Decisions. | 16.The decisions of the board shall be passed by a majority of the votes of those voting. Where the votes are evenly divided, the proposal shall be regarded as rejected. A unanimous decision of all the members of the board need not be adopted at a board meeting. | ||||||
Minutes. | 17.The board shall keep minutes of its meetings and decisions. | ||||||
Right of representation. |
18.The board may empower two or more of its members to sign on behalf of the amuta documents which bind the amuta and to perform on its behalf acts which are within the competence of the board. | ||||||
Article Four: Control Committee | |||||||
Application of provisions. |
19.The provisions of regulations 12 to 17 shall also apply, mutatis mutandis, to the control committee; | ||||||
Article Five: Branches | |||||||
Establishment and organization of branches. |
20.The amuta may, by decision of the general meeting, establish branches and prescribe their organisation and the procedure for managing their affairs. | ||||||
Article Six: Assets after Winding-Up | |||||||
Transfer of surplus assets. |
21.Where any assets remain after the amuta has been wound up and its debts have been paid in full, such assets shall be transferred to another amuta having similar objects. | ||||||
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------------------------------- * Passed by the Knesset on the 15th Av, 5740 (28th July, 1980) and published in Sefer Ha-Chukkim No. 983 of the 30th Av, 5740 (I2th August, 1980), p. 210; the Bill and an Explanatory Note were published in Hatza'ot Chok No. 1392 of 5739, p. 127. (1) Sefer Ha-Chukkim of 5729, p. 28; LSI vol. XXIII, p. 32. (2) Laws of Palestine vol. I, p. 161 (English Edition). (3) Sefer Ha-Chukkim of 5739, p. 128; LSI vol. XXXIII. p. 154. |
RETURN:to the TOP of this Law.
THIS LAW:Amutot Law (passed by the Knesset in 28
July, 1980)
ITS AMENDMENTS:(26.7.88)
SOURCE:"Laws of the State of Israel: Authorized Translation from the Hebrew". Volume 34. Government Printer, Jerusalem, Israel (1948-1989), pp. 239-253.
(C)Israel Law Resource Center, February, 2007.