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Association bodies: the Annual General Meeting

Annual General Meeting Chartered Accountants Dray & Dray

Sovereign body of the association

The Annual General Meeting brings together all the members of theAssociation. Unless otherwise specified, it is considered to be the sovereign body of the association.

As such, it alone is competent to decide on the essential acts of the association and to decide on all matters for which the by-laws have not assigned specific competence to the other bodies of the association.

The members of the Association are its founding members, as well as all those who have approached the Association with a view to becoming a member, and who have been accepted as such by the body accredited under the Association's Articles of Association. (Generally the Management Committee or the General Meeting).

Who can become a member of an association in Israel?

In accordance with Article 15 of the Associations Law in Israel, any person over the age of 17 may apply to become a member of an Association.

In addition, any company, whether founded in Israel or abroad, can also apply to become a member of an Association.

A member of an association may resign of his or her own accord, or on the death of the member, or in accordance with a decision taken by the association in accordance with its articles of association.

Invitation to the Annual General Meeting.

The deadline for sending out invitations to attend the Annual General Meeting is set out in the Association's Articles of Association. If this deadline has not been set in the bylaws, invitations must be sent out at least 10 days before the Annual General Meeting.

The invitation must indicate the topics to be discussed at the AGM.

What are the powers of the Annual General Meeting?

In general, and unless otherwise provided in the Articles of Association conferring these powers on the Executive Committee, the General Meeting is competent to:

  • Define the number of members who will sit on the Executive Committee;
  • Choose the members of the Executive Committee and define their remuneration;
  • Appoint a Chartered Accountant for associations obliged to appoint one, and define the amount of his or her fees;
  • To hear the moral report for the past year, the financial report, and the report(s) of the Chartered Accountant;
  • Approve the financial statements for the year just ended and decide on the appropriation of earnings;
  • Approve the draft budget prepared by the directors;
  • To decide, where appropriate, on the exclusion of members of the association or the dismissal of its directors;
  • Decide on essential acts concerning the association's assets, such as the purchase or sale of a building, the creation of a mortgage, the taking out of a loan, etc. ;
  • Modify the association's bylaws, objectives or name;
  • To dissolve or merge the association, or transform it into another form (e.g. a company).

How to vote at a Shareholders' Meeting.

As we said earlier, membership of an association is personal and cannot be transferred to a third party by sale or inheritance.

The best way to vote at a Shareholders' Meeting is to cast your vote in person, by a show of hands or by technological means.

In certain cases, a person's vote can be transferred by proxy to a third party. There are several formalities involved in accepting a proxy vote.

What to do in the event of a tie?

Sometimes, votes at a General Meeting are equal and cannot be broken down. In such cases, it is advisable to include a clause in the Association's Articles of Association setting out the rules of conduct to be applied in such circumstances.

According to the Example Statute - תקנון מצוי, which appears in the Law on Associations, in the event that there are equal results at a General Meeting, the Chairman of the General Meeting is entitled to break the tie and decide on the result.

If the Association's Articles of Association do not stipulate otherwise, the above instructions will apply. In this case, the Chairman of the General Meeting will decide on the outcome of the vote.

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Boruch Levenson - CPA

A native English speaker qualified in both Israel and the UK, Boruch cares for the English speaking clients.

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Our consultants in Jerusalem

English speaking accountants in Israel
Address: Kanfei Nesharim 68. Merkaz Oranim
Phone number: 02 631 9000
Fax: 02 631 9005
Email: office@cpa-dray.com