Amended By the
Registration # 51-364874-1
– The terminologies used in these Bylaws are according to their meaning in the
Israeli Companies Law – 1999 (Hereafter: The Law) according to the date in which
the Bylaws obligate the company.
2. Name of the Company
- The name of the Company
is איפקרי בע"מ
and in English IPCRI Ltd.
3. Purpose of the Company
– The purposes for which the company was established are:
To support the advancement and the
development of peace between the Israeli and Palestinian peoples on the
basis of the “two-states for two peoples” solution.
To create opportunities for
meetings between Israelis and Palestinians with the goal of advancing
peaceful relations between the two peoples.
To develop together, Israelis and
Palestinians, policy alternatives with the goal of advancing the ways and
means for reaching peaceful relations between the two peoples.
To advance programs and activities
that build peaceful relations between the two peoples.
To work in all legal activities in
the State of Israel or outside of Israel, as long as it has a public purpose
according to Paragraph 9 (2) of the Income Tax Ordinance.
4. Shares and Limited Liabilities
The total shares of the Company will
be in the value of 14,000 NIS divided into 14 regular shares of 1,000 NIS each.
The liabilities of the share
holders are limited, in a way that a shareholder’s liability to debts of the
Company to the amount of the value of the Shares in their possession.
The shares provide the shareholder
with all the right of the Company including the right to participate in
General Assemblies of the Company, with the associated rights accorded..
The holding of shares does not
grant any rights to receive dividends. Without denigrating from this, the
assets and income of the Company are to be used only for the purposes of the
organization and there will be no allocation of the assets, profits or
benefits in any way to shareholders.
A shareholder of the Company is
not entitled in any way to receive any part of the assets of the company
during or after the Company’s dissolution. Notwithstanding this, in the
dissolution of the Company, following the payment of all debts in full, any
property or assets will be distributed to another public institution,
interpreted according to paragraph 9(2) of the Income Tax Ordinance, and
will not be distributed between the shareholders.
The fourteen shares will be held
by seven Israelis and seven Palestinians.
No one person shall hold more than
The Company has the right, from
time-to-time, to increase the value of the shares, to cancel shares which on
the day of decision have not been allocated and no person has agreed to take
them, to decrease the capital in any way, according to the law, and in all
if there is condition for the issuing of shares according to these bylaws.
No activity will be undertaken by the Company that will change the goals of
the Company as a non-profit company. In all cases, shares will be equally
divided between Israelis and Palestinians.
5. Private Company
The Company is a private company for
public purposes, for the benefit of the public and without intention of profit,
the number of shareholders will not be less than seven who have no familial
connections between them and will not be more than fifty shareholders. The
Company is prohibited from offering shares or stocks to the public. All
transfer of shares requires the approval of the Board of Directors with a
majority vote of 75% of the participants in the vote.
6. Transferring Shares
The transference of shares of the
Company shall be according to Paragraph 4 above, by a written document,
according to the wording below in paragraph b, signed by the transfer of the
share and the person receiving the share, as long as the transference of the
share is not registered in the Company’s registrar the share’s transference
will not be recognized.
The Document for the transference
of the share shall be according to the script below and approved by the
Board of Directors:
“I _______________, ID#
_____________________ (hereafter the transferor of the share) transfers to
____________________, ID # _________________________ from _____________________
(hereafter the receiver of the share), for the amount of 1 NIS, which is paid
by the receiver of the share of IPCRI Ltd.; and will be held by the receiver of
the share, or the executor of his estate by power of the conditions according to
which I hold the share at the time of signing this letter, and I, the receiver
of the share agree to receive from the transferor of the share the share
according to these conditions.
In witness therefore signed on
________ of ________________.
Signature of the transferor:
Signature of the Receiver of the
The transference of a share will
not be approved by the Board of Directors and will not be registered unless
the document of transference is presented to the Company and all of the
conditions of the bylaws have been met according to these bylaws concerning
the transference of shares.
Notwithstanding these conditions,
the transference of a share or the allocation of a share must receive the
approval of at least 75% of the Board of Directors of the Company.
9. General Assemblies
A General Assembly of the
shareholders will be held, at a time and place set by the Board of
Directors, at least one time per year.
The Board of Directors has the
right to call for a General Assembly at any time view as right.
Seven days in advance to the
General Assembly meeting, all those who have the right to participate in the
Assembly will receive a written announcement in which the place, date and
time of the Assembly will be specified as well as the nature of the issues
on the agenda; in the assembly in which all the members who have the right
to vote are in attendance, by themselves or by proxy, and these explicitly
defer the right to receive announcement of the Assembly in advance – it is
possible to make any decision by the General Assembly.
A decision in writing of all of
those who have the right to participate in the Assembly will be considered
as a General Assembly meeting that has been convened according to these
The necessary legal quorum of the
General Assembly of shareholders will be the number of representing fifty
percent of the shares issued by the Company on the day of the Assembly. If
after half an hour from the time that the Assembly was scheduled to convene
there is no legal quorum, the Assembly will be postponed for one week on the
same day in the following week, at the same hour and the same place; if at
the second convening of the Assembly there is no legal quorum half an hour
after the set time all number of voting members will be considered a legal
The voting at the General Assembly
will be done according to the counting of the votes in such a way that all
those present will be voting according to the shares that they hold.
10. Board of Directors
The number of members of the Board
of Directors will be not less than ten and not more than twenty. The number
of members of the Board of Directors, their term of office will be
determined by the General Assembly and in accordance with these Bylaws. The
number of members of the Board of Directors will always be an odd number and
with equal numbers of Israelis and Palestinians.
The term of office of Members of
the Board of Directors will last until they are changed by the General
Assembly of shareholders and/or until the term of office has expired
according to the instructions of the law and/or by a vote of 75% of the
regular shareholders participating in a General Assembly meeting and/or
until an event or action and/or a personal failing agreed to in writing,
this will bring about a canceling of the membership in the Board of
The Board of Directors will set
for themselves the rules governing its meetings and actions, in accordance
with the following:
The Board of Directors will
meet at least once each quarter, or by demand of at least two Members.
Decisions in writing, signed
by all of the Members, will be considered a decision made at a meeting
of the Board of Directors that has convened in accordance with the Law
and with these Bylaws.
11. The Director Generals
The Company will be managed by two
Co-Director Generals ho will be appointed by the and authorized by the Board of
Directors. There will always be one Israeli Co-Director and one Palestinian
Co-Director who will work according to the policies that will be determined by
the Board of Directors.
12. Accountant and Financial Reports
The Company will appoint a
comptroller-accountant who will fulfill his role according to the Law.
The General Assembly is allowed to appoint a Comptroller-Accountant for
a maximum time stipulated by Law and/or is allowed to appoint the
Comptroller-Account for a period of three Auditing periods.
The Company will be audited on
an annual basis according to the Law no later than nine months after the
completion of the fiscal year.
The Shareholders will be
allowed to review the financial statements in the offices of the
12. Exemptions, Compensation, and
Insurance for Directors
The Company may relieve all
appointed officials of responsibility for damages caused by violation of
cautious obligations by the Company.
The Company may obligate in
advance the compensation of Directors as long as the obligation is limited
to cases whereby the Board of Directors can expect at the time of taken on
the obligation and in the amount that the Board of Directors determines as
reasonable in the said circumstances. Likewise, the Company may compensate
the Director in retrospect.
The Company may contractually
assign Directors insurance for liabilities for Directors for actions taken
by the Directors serving as a Member of the Board of Directors in the amount
that the Board will determine in the event of violation of necessary caution
or in the case of violation of trust in the amount that the Board of
Directors determines as being reasonable for the said circumstances, and in
accordance with the limitations of the law.
13. Announcements – Letters
The shareholders of the Company
will provide the Company with their address for receiving mail.
Announcements and letters between
the Company and the Board Members and Shareholders and between the Members
themselves will delivered to them personally by hand to by registered post
in Israel or aboard; announcements and letters sent by post will be viewed
as deliver after 72 hours from the time of posting.
Amended March 2, 2006
AMENDMENTS TO THE BYLAWS OF IPCRI
August 29, 2007
non-profit public benefit company will be limited to activities for public
benefit only and the General Assembly of shareholders cannot change this
paragraph defining the purpose of the company, not at any time and not by any
Assembly of Shareholders will appoint, in addition to the Comptrollers committee
which is a sub-committee of the Board of Directors, a supervisory committee
which will be made up of members of the General Assembly who are not members of
the Board of Directors.
No member of
the Board of Directors may receive any salary from the company.
of the General Assembly of Shareholders may hold only one share and not more.