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Corporate Governance of an
Israeli Non-Profit Society (Amuta)
General: Regulatory Regime
The governance of a non-profit society (an
amuta) is provided for, in general principle, in the Non-Profit Societies
Law – 1980 (the “Law”) and more particularly in the Model Bylaws, which form
Schedule One to the Law. The provisions of the Model Bylaws apply if the
amuta has opted for their adoption; if the amuta has adopted its own bylaws,
their provisions supersede those of the Model Bylaws.
Membership: Acceptance and Termination
Acceptance of Members. The initial members of
an amuta are its founders.[1]
The decision whether to accept the applicant as a member of the amuta
belongs to the board; the board’s refusal to accept the applicant as a
member can be appealed before the coming general meeting.[2]
The acceptance of the members of an amuta takes place in accordance with the
amuta’s bylaws.[3]
Termination of Members. The termination of
the amuta membership by way of their withdrawal or removal takes place in
accordance with the amuta’s bylaws, provided that a member’s withdrawal
would not require more than such member’s giving reasonable advance notice
and provided that a member will not be removed other than on the grounds set
out in the bylaws and after he has been given an opportunity to present his
case.[4]
Under the Model Bylaws, where these are
applicable, membership expires, inter alia, upon a member’s withdrawal (by
thirty days' notice) or removal of member.[5]
The general meeting may, upon proposal of the board, resolve to remove an
amuta member for one of the following reasons: non-payment of his dues,
failure to abide by the amuta’s bylaws or by the resolutions of the general
meeting, action against the amuta’s purposes, or conviction of criminal
offense. The board will not propose removal unless it gave the member the
opportunity to present his case and, in all cases except criminal
conviction, to remedy the failure.[6]
Notices to the member about to be removed must be given in writing by hand
or by regular mail.[7]
Members’ Register. An amuta must maintain a
record of its members, which would set forth each member’s name, address,
identification number, and the dates on which his membership started and
terminated.[8]
The Board: Election and Termination of Office
Election of Board Members. An amuta’s
governing board (“vaad”) is elected in an ordinary general meeting unless
there is a contrary provision in the amuta’s bylaws, including any provision
that any or all of the board members be appointed by a different body, or
that a person holding a certain office as set out in the bylaws will be a
board member for as long as he holds his office. Until the first board is
elected, the initial interim board consists of the founders.[9]
Under the Model Bylaws, where these are
applicable, the number of board members will be resolved on in a resolution
of the general meeting and will be not less than two.[10]
The board will serve since its election by the general meeting and until
another general meeting elects a new board.[11]
Termination of Board Membership. The general
meeting may at any time remove any board member; however, the removal of the
board will not take effect until a new board is elected.[12]
Under the Model Bylaws, a board member may withdraw at any time by written
notice to the board and will cease to be a board member if declared legally
incompetent or bankrupt.[13]
Board Members’ Register. An amuta must
maintain a record of the board members, which would set forth each member’s
name, address, identification number, and the dates on which his board
membership started and terminated.[14]
Convening Board Meetings
Under the Model Bylaws, where these are
applicable, the board itself prescribes time, mode of notice, quorum and
mode of holding, of its meetings.[15]
The board’s resolutions will be adopted by majority of votes; when votes
divide equally divide, the resolution has not passed. Univocal resolution of
board members may be adopted other than in a board meeting.[16]
The board may empower two or more of its
members to sign documents in the amuta’s name that would bind the amuta and
act in its name within the area of his responsibility.[17]
Convening a General Meeting
Under the Model Bylaws, where these are
applicable, the general meeting may be convened after giving at least 10
days notice to all members.[18]
The quorum consists of one-fourth of the membership.[19]
The general meeting’s resolutions are adopted by majority of voices, in
equally divided votes chairman has a casting vote.[20]
The time and place of a general meeting are as resolved on by the board.[21]
[1]
Section 1(a) of the Model Bylaws.
[2]
Section 1(c) of the Model Bylaws.
[3]
Section 16 of the Law.
[4]
Section 16 of the Law.
[5]
Section 3(a) of the Model Bylaws.
[6]
Section 3(b) of the Model Bylaws.
[7]
Section 4 of the Model Bylaws.
[8]
Section 18 of the Law.
[9]
Section 26 of the Law.
[10]
Section 12 of the Model Bylaws.
[11]
Section 13(a) of the Model Bylaws.
[12]
Section 28 of the Law.
[13]
Section 13(b) of the Model Bylaws.
[14]
Section 29 of the Law.
[15]
Section 15 of the Model Bylaws.
[16]
Section 16 of the Model Bylaws.
[17]
Section 18 of the Model Bylaws.
[18]
Section 6 of the Model Bylaws.
[19]
Section 8 of the Model Bylaws.
[20]
Section 10 of the Model Bylaws.
[21]
Section 5 of the Model Bylaws. |
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