Article C: Convening and Direction of General
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
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
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
(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
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
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
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
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.