IPCRI

מרכז ישראל/פלסטין למחקר ולמידע

مركز إسرائيل فلسطين للأبحاث و المعلومات

Israel/Palestine Center for Research and Information

 

 

IPCRI Ltd.

Amended By the Shareholders

Company Registration # 51-364874-1

 

Bylaws

 

 

1. Definitions – 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:

 

  1. 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.

 

  1. To create opportunities for meetings between Israelis and Palestinians with the goal of advancing peaceful relations between the two peoples.

 

  1. 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.

 

  1. To advance programs and activities that build peaceful relations between the two peoples.

 

  1. 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.

 

  1. 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.

 

  1. 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..

 

  1. 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.

 

  1. 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.

 

  1. The fourteen shares will be held by seven Israelis and seven Palestinians.

 

  1. No one person shall hold more than 1 share.

 

  1. 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

 

  1. 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.

 

  1. 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 Share: ____________________________

 

  1. 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.

 

  1. 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

 

  1. 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.

 

  1. The Board of Directors has the right to call for a General Assembly at any time view as right.

 

  1. 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.

 

  1. 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 bylaws.

 

  1. 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 quorum.

 

  1. 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

 

  1. 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.

 

  1. 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 Directors.

 

  1. The Board of Directors will set for themselves the rules governing its meetings and actions, in accordance with the following:

 

    1. The Board of Directors will meet at least once each quarter, or by demand of at least two Members.
    2. 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

 

    1. 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.

 

    1. 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.

 

    1. The Shareholders will be allowed to review the financial statements in the offices of the Company.

 

12. Exemptions, Compensation, and Insurance for Directors

 

  1. The Company may relieve all appointed officials of responsibility for damages caused by violation of cautious obligations by the Company.
  2. 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.
  3. 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

 

  1. The shareholders of the Company will provide the Company with their address for receiving mail.
  2. 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 LTD.

August 29, 2007

 

 

1.        IPCRI Ltd.,a 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 majority.

2.        The General 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.

3.        No member of the Board of Directors may receive any salary from the company.

4.        Every member of the General Assembly of Shareholders may hold only one share and not more.