By-Laws

CLASSICALI

BY-LAWS

Article A: Membership

1. Admission of Members

(a) The founders of the Amuta are members thereof from the date of registration

with the Registrar of Amutot.

(b) A person who wishes to become a member of the Amuta will submit a request

to the Board, worded as follows:

" I (name, address and identification number) request to be admitted as a

member of the CLASSICALI Amuta. The objectives of the Amuta and

its By-Laws are known to me. If admitted as a member, I undertake

to comply with the provisions of the By-Laws of the Amuta and with the

resolutions of the Amuta’s General Assembly".

member of the Amuta will rest with the Executive Board. If the Executive

Board refuses to admit the applicant, he may appeal to the next General

Assembly.

2. Rights and Obligations of Members

(a) A member of the Amuta is entitled to attend and vote in every General

Assembly and will have one vote in every ballot. He is entitled to elect and

be elected to the Executive Board and the Auditing Committee.

(b) A member of the Amuta is entitled to take part in its activities and to enjoy its

services.

membership fee, the payment of which will be obligatory to the members.

(d) Termination of membership in the Amuta will not constitute an exemption of

payments that are due to the Amuta from the member immediately before

the termination of his membership in respect to the period up to such

termination.

3. Termination of Membership

(a) Membership in the Amuta will terminate:

(1) Upon the death of the member, and for a member which is a corporation –

upon completion of its liquidation;

(2) Upon resignation from the Amuta; written notification of resignation will be

submittedto the Board thirty days in advance;

(3) Upon being ousted from the Amuta.

(b) The General Assembly may, upon the Board of Director's proposal, resolve to

oust a member from the Amuta on one of the following grounds:

(1) The member has not paid the Amuta what is due to it from him;

(2) The member has failed to adhere to the directives of the By-Laws or

resolution of the General Assembly;

(3) The member acts in conflict with the objectives of the Amuta;

(4) The member was found guilty of an offence involving disgrace.

the Amuta until after he has been given due opportunity to voice his claims

before it, and will not make such proposal based on that prescribed in

sub-Section (b)(1), (2) or (3) only until it has warned the member and allowed

him reasonable time to correct the wrongdoing.

4. Notices to the Member

Any summons, demand, warning and other notices by the Amuta to a member will

be submitted in writing and will be delivered to him personally or sent by ordinary

mail to his address as recorded in the Registry of Members or by electronic mail to

the email address as registered in the Registry of Members. Upon the member's

written request, the Amuta will change his address recorded in the Registry of

Members.

Article B: The General Assembly

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5. Time and Place

The day, time and place of a General Assembly will be fixed by the Board.

6. Summons

A General Assembly will be convened by a summons submitted to every

member at least ten days in advance, indicating the day, time, place and

subjects on the agenda for the Assembly.

7. Functions of an Ordinary General Assembly

An ordinary General Assembly will hear reports on the actions of the

Executive Board and the actions of the Auditing Committee, will consider them

and the Financial Reports submitted to it by the Executive Board, will resolve

their approval and will elect an Executive Board and an Auditing Committee.

The Assembly may elect a Chairman for the Amuta and determine his

responsibilities. If a Chairman for the Amuta is not elected, the Chairman of

the Executive Board will act as the Amuta's Chairman.

8. Quorum

(a) A General Assembly will not be opened unless at least one quarter of the

members of the Amuta are present; where such a quorum is present at the

opening of the Assembly, the Assembly may continue its deliberations and

pass resolutions even if the number of those present has reduced.

(b) Where the aforesaid quorum has not convened within one hour from the time

specified in the summons, the Assembly will be considered postponed to a

week later at place, without need for an additional summons, and at this

postponed present, whatever their number may be, may deliberate and pass

resolutions.

9. Chairman and Secretary

A General Assembly will elect, out of the members of the Amuta, a Chairman and

a Secretary for the Assembly.

10. Resolutions

The resolutions of a General Assembly will be adopted by a majority of the votes

of those voting, unless the law or these By-Laws require a different majority;

where the votes are evenly divided, the Chairman of the Assembly shall have

the casting vote. Resolutions signed by all members of the Amuta will be regarded

as resolutions adopted in a General Assembly except resolutions concerning

changing the Amuta's name, objectives and By-Laws, and resolutions

concerning the approval of the Financial Reports and the voluntary liquidation

of the Amuta.

11. Minutes

The Secretary of the General Assembly will keep minutes of the meeting.

Article C: The Executive Board
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12. Number of Members

The number of the members of the Board will be fixed by resolution of the

General Assembly and will not be less than two.

13. Period of Tenure

(a) The Executive Board will hold office from its election by a General Assembly

until another General Assembly will elect a new Board; a member of the

outgoing Executive Board may be re-elected to the new Executive Board.

(b) A member of the Executive Board may resign at any time by written notice

to the Executive Board; a member of the board will cease to hold office if

he has been declared legally incompetent or bankrupt.

14. Filling Vacancy on the Executive Board

(a) Where the position of a member of the Executive Board has become vacant,

the remaining members or member may appoint another member of the

Amuta to hold office as a member of the Executive Board until the next

General Assembly; Pending such an appointment, the remaining members

or member of the Executive Board may continue to act as an Executive Board.

(b) Where a member of the Executive Board is unable to carry out his duties, the

remaining members or member may appoint a member of the Amuta to take

his place until he again carries out his duties.

15. Meetings of the Board

The Executive Board may itself arrange the times of its meetings, summons to

them, the required quorum and procedure for conducting them.

16. Resolutions

The resolutions of the Executive Board will be passed by a majority of the votes

of those voting; where the votes are evenly divided, the Chairman of the

Board shall have the casting vote; a unanimous resolution of all the members

of the Executive Board may be adopted not in the framework of an Executive

Board meeting.

17. Minutes

The Board will keep minutes of its meetings and resolutions.

18. Right of Representation

The Executive Board may empower two or more of the Amuta's members

and/or employees, at least, whose joint signature together with the Amuta's

stamp, or together with its printed name, will bind the Amuta.

Article D: The Audit Committee
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19. Application of Provisions

The provisions of Sections 12 to 17 will also apply, mutatis mutandis, to the

Audit Committee.

Article E: Branches
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20. Establishment of Branches and Their Organization

The Amuta may, by resolution of the General Assembly, establish branches

and determine their organization and the procedures of their business.

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Article F: Assets Following Liquidation
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21. Transfer of Surplus Assets

Any assets remaining after the Amuta has been liquidated and after its debts

have been paid in full, will be transferred to another Public Institution, having

similar objectives within the meaning of Article 9(2) of the Income Tax Ordinance,

and will not be distributed among the Amuta's members.

Article G: Miscellaneous

22. Miscellaneous

The Amuta's assets and its income are used only for the purpose of its objectives,

and distribution or benefit in any form, among its members, is prohibited.