By-Laws

 


CLASSICALI (R.A)


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".

     (c)  The decision concerning admission or non-admission of the applicant as a 

           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.

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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.

    (c)  The Executive Board may, with the approval of the General Assembly, set a 

           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.

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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.

    (c)  The Board will not propose to the General Assembly to oust a member from 

           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.

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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.

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                                                           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.

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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.

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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.

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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.

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9.  Chairman and Secretary

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

     a Secretary for the Assembly.

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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.

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11.  Minutes

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

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                                                          Article C: The Executive Board

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.

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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.

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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.

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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.

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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.

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17.  Minutes

       The Board will keep minutes of its meetings and resolutions.

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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.

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                                                          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.

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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.

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Article G: Miscellaneous

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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.