| ||||||||||||||||||||||||||||||||||
|
(Nonprofit Societies) Law Third Edition (1996) First Schedule (Section 10) Model By-Laws of Amuta Article One: Membership Admission of members 1. (a) The founders of the amuta are members of it from the date of the amuta's registration in the Register of Amutot. (b) A person who wishes to become a member of the amuta shall submit an application to the committee, as follows: "I (name, address and ID number) want to become a member of the amuta (name of amuta). The objectives and by-laws of the amuta are known to me. If accepted as a member, I undertake to comply with the provisions of the bylaws of the amuta and with the decisions of its general meeting." (c) The decision to accept or not to accept the applicant as a member of the amuta rests with the committee. If the committee refuses to accept the applicant, he may contest the refusal before the next general meeting. Rights and obligations of members 2. (a) A member of the amuta is entitled to participate in and to vote at every general meeting and he shall have one vote at every vote. He is entitled to elect and to be elected to the committee and to the audit committee. (b) A member of the amuta is entitled to participate in its activities and to enjoy its services. The committee may, with approval by the general meeting, set membership dues, payment of which shall be obligatory on the member. (c) Termination of membership in the amuta shall not free a member from the payment of money which was due to the amuta from the member immediately before his membership ended for the period until his membership ended. Lapse of membership 3. (a) Membership in the amuta lapses - (1) when the member dies or, for a member that is a body corporate, when its winding-up is concluded; (2) when the member withdraws from the amuta; written notice of withdrawal shall be given to the committee thirty days in advance; (3) when the member is expelled from the amuta.
(b) The general meeting may, on the committee's proposal, decide to expel a member from the amuta on one of the following grounds; (1) the member did not pay what is due from him to the amuta; (2) the member did not comply with the provisions of the by-laws or with a decision of the general meeting; (3) the member acts contrary to the objectives of the amuta; (4) the member was convicted of an offense that is heinous. (c) The committee shall not propose that the general meeting expel a member from the amuta, unless it has given him a suitable opportunity to state his case before it. and it shall not do so for one of the reasons said in subsection (b)(1),(2)and (3), unless it has warned the member and has given him reasonable time to remedy the fault.
Notice to members 4. Any invitation, demand, warning or other notice from the amuta to a member shall be in writing and shall be delivered to him personally or sent by ordinary mail to his address that is registered in the register of members. On the member's written application, the amuta shall change his address that is 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 set by the committee. Invitation 6. A general meeting shall be convened by notice to every member at least ten days in advance, stating the day, hour, place and agenda of the meeting. Functions of the ordinary general meeting 7. An ordinary general meeting shall hear reports on the activities of the committee and the activities of the audit committee, shall consider them and the financial report submitted to it by the committee, shall decide on their approval and shall elect a committee and an audit committee. Quorum 8. (a) A general meeting shall not be opened unless at least one fourth of the members of the amuta are present; if such a quorum was present at the opening of the meeting, then it may continue its deliberations and it may adopt decisions, even if the number of those present has decreased. (b) If an aforesaid quorum does not convene within one hour after the time specified in the invitation, the meeting shall be considered postponed to the same hour and place one week later, without need for any additional invitation, and at the postponed meeting those present, whatever their number, may deliberate and pass decisions. Chairman and secretary 9. A general meeting shall elect a chairman and secretary for the meeting from among the members of the amuta. Decisions 10. Decisions of a general meeting shall be adopted by a majority of those voting, unless the Law or these by-laws require a different majority: if the votes are evenly divided, then the chairman of the meeting shall decide. Minutes 11. The secretary of the general meeting shall keep minutes of the meeting.
Article Three: Committee Number of members 12. The number of committee members shall be set by decision of the general meeting and shall not be less than two. Period of tenure 13. (a) The committee shall hold office from its election by a general meeting until another general meeting elects a new committee; a member of the outgoing committee may be elected to the new committee. (b) A committee member may resign at any time by written notice to the committee; a committee member shall cease to hold office if he was declared legally incompetent or bankrupt. Filling vacancy on committee 14. (a) When the place of a committee member has fallen vacant, the remaining members or member may appoint another member of the amuta to hold office as committee member until the next general meeting; pending such an appointment, the remaining committee members or member may continue to act as the committee. (b) If a committee member is unable to perform his tasks, the remaining members or member may appoint an amuta member to take his place until he again can perform his tasks. Committee meetings 15. The committee itself may make rules on times for its meetings, on invitations to them, on the quorum and on procedure for their conduct. Decisions 16. Committee decisions shall be adopted by a majority of those voting; when the votes are evenly divided, the proposal is not adopted; unanimous decisions by all the committee members may also be adopted not at committee meetings. Minutes 17. The committee shall keep minutes of its meetings and decisions. Right of representation 18. The committee may authorize 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 its competence.
Article Four: Audit committee Applicability of provisions 19. The provisions of regulations 12 to 17 shall also apply, mutatis mutandis, to the audit committee.
Article Five: Branches Establishment and organization of branches 20. The amuta may, by decision of the general meeting, establish branches and prescribe their organization and the procedure for managing their affairs.
Article Six: Assets after Winding-Up Transfer of surplus assets 21. If any assets remain after the amuta has been wound-up and its debts have been paid in full, then those assets shall be transferred to another amuta, which has similar objectives. Reprinted from translation of the Hebrew original by permission of Aryeh Greenfield-A.G. Publications, P.O. Box 7422, Haifa, Israel, tel. 972-4-825-5104, fax 972-4-826-1182. English translations of additional Israeli laws such as Income Tax Rules (Bookkeeping by Institutions) 1992, Vat Added Tax 1997, Inheritance Law 1998 and others are available from A.G. Publications and may be of interest to donors and nonprofit board members. | |||||||||||||||||||||||||||||||||