Incredimail 2012 Annual Report Download - page 143

PROCEEDINGS AT GENERAL MEETINGS
The chairperson, if any, of the Board shall preside as chairperson at every General Meeting of the Company. If there is no such
chairperson, or if at any meeting he is not present within 15 minutes after the time fixed for holding the meeting or is unwilling
to act as chairperson, the Shareholders present shall choose one of the Shareholders present to be chairperson. The chairperson
of any general meeting shall not, by virtue of such office, be entitled to vote at any general meeting nor shall the chairperson of
a meeting have a second or casting vote (without derogation, however from the rights of such chairperson to vote as a
Shareholder or proxy of a Shareholder if, in fact, he is also a Shareholder or a duly appointed proxy).
31.
Quorum
31.1.
No business shall be transacted at any general meeting unless a quorum is present when the meeting commences. For all
purposes, the quorum shall be at least two Shareholders present in person, or by proxy, holding in the aggregate at least 33
1/3% (thirty three percent and one
-
third of a percent) of the voting rights in the issued share capital of the Company.
31.2.
If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the
request of the Shareholders, shall be dissolved; if the meeting is not convened upon the request of a Shareholder it shall
stand adjourned to the same day in the next week at the same place and time, or to such day and at such time and place as the
chairperson may determine with the consent of the holders of a majority of the voting power represented at the meeting in
person or by proxy and voting on the question of adjournment. No business shall be transacted at any adjourned meeting
except business that might lawfully have been transacted at the meeting as originally called. If at the adjourned meeting a
legal quorum is not present after 30 minutes from the time specified for the commencement of the adjourned meeting, than
the meeting shall take place regardless of the number of members present and in such event the required quorum shall
consist of any number of shareholders present in person or by proxy.
32.
Chairperson
33.
Adoption of Resolutions at General Meetings
33.1. Subject to Article
34 below, resolutions of the Shareholders with respect to all matters shall be deemed adopted if approved
by the holders of a simple majority of the voting power of the Company represented at the meeting in person or by proxy and
voting thereon, other than as specified in the Articles or otherwise required by the Law.
33.2.
Every question submitted to a general meeting shall be decided by a show of hands, but if a written ballot is demanded by
any Shareholder present in person or by proxy and entitled to vote at the meeting, the same shall be decided by such ballot.
A written ballot may be demanded before the voting on a proposed resolution or immediately after the declaration by the
chairperson of the meeting of the results of the vote by a show of hands. If a vote by written ballot is taken after such
declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by
such written ballot. The demand for a written ballot may be withdrawn at any time before the same is conducted, in which
event another Shareholder may then demand such written ballot. The demand for a written ballot shall not prevent the
continuance of the meeting for the transaction of business other than the question on which the written ballot was demanded.
-
14
-