Incredimail 2014 Annual Report Download - page 119
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PROCEEDINGS OF DIRECTORS
55.
Meetings of the Board
55.1.
The Board may meet and adjourn its meetings at such places either within or out the State of Israel and otherwise regulate
such meetings and proceedings as the directors think fit, provided that meetings shall be convened at least once every three
months. Subject to all of the other provisions of the Articles concerning meetings of the Board, the Board may meet by
telephone conference call or other communication equipment so long as each director participating in such call can hear, and
be heard by, each other director participating in such call. The directors participating in this manner shall be deemed to be
present in person at such meeting and shall be entitled to vote or be counted in a quorum accordingly.
55.2.
Board meetings may be convened at any time by the chairperson of the Board. The chairperson of the Board shall convene a
Board meeting upon the written request of any two directors (or one director if the Board is comprised of fewer than seven
directors) as soon as practicable after receiving such request and shall otherwise convene a Board meeting as provided by the
Law.
56.
Notice
56.1.
Notice of a Board meeting shall contain the information required by the Law and shall be delivered to the directors not less
than three days before such meeting.
56.2.
Notice of a meeting of the Board shall be given in writing, and may be sent by hand, post, facsimile or electronic mail to a
director at the address, facsimile number or electronic mail address given by such director to the Company for such
purpose. Any such notice shall be deemed duly received, if sent by post, three days following the day when any such notice
was duly posted and if delivered by hand or transmitted by facsimile transmission or electronic mail, such notice shall be
deemed duly received by the director on the date of delivery or, as the case may be, transmission of the same.
56.3.
Notwithstanding anything contained to the contrary herein, failure to deliver notice to a director of any such meeting in the
manner required hereby may be waived (in advance or retroactively) by such director and a meeting shall be deemed to have
been duly convened notwithstanding such defective notice if such failure or defect is waived (in advance or retroactively), by
all directors entitled to participate at such meeting and to whom notice was not duly given. The presence of a director at any
such meeting shall be deemed due receipt of prior notice or a waiver of any such notice requirement by such director.
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