Incredimail 2013 Annual Report Download - page 161

52. Nominations to the Board
50. Subject to Article
49, directors shall be elected at the Annual General Meeting or an Extraordinary General Meeting of the Company
by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy and voting on the
election of directors.
51.
Notwithstanding the provisions of Article
49, External Directors shall be elected and hold office in accordance with the provisions of
the Law.
52.1.
Nominations for the election of directors may be made by the Board or a Committee of the Board or, subject to the Law, by
any Shareholder. Any Shareholder or Shareholders holding at least five percent of the voting rights in the issued share capital
of the Company may nominate one or more persons for election as directors at a general meeting only if a written notice of
such Shareholder’
s intent to make such nomination or nominations has been given to the secretary of the Company and each
such notice sets forth all the details and information set forth in Article
25.2. The chairperson of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the foregoing procedure.
52.2.
Notwithstanding the provisions of Articles
52.1 and
51, no person shall be nominated or appointed to the office of a
director if such person is disqualified under the Law from being appointed as a director.
52.3. A director’
s term (including External Directors) shall begin either on the date of his appointment to the Board or at such later
date designated in the resolution appointing such director.
53. Subject to the provisions of Article
49, the Board may at any time appoint any other person as a director, whether to fill a vacancy or as
an addition to the then current number of directors, provided that the total number of directors shall not at any time exceed seven
directors. Any director so appointed shall hold office until the Annual General Meeting at which the term for the other directors of his
class expires, unless otherwise stated in the appointing resolution.
54.
Subject to the provisions of the Law, a director may appoint an alternate director to attend a meeting in his or her place, but an alternate
director so appointed must be approved by the board prior to the relevant meeting.
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