ARTICLES OF ASSOCIATION

Breaking Waves (Shovrim Galim)

Approved by the Israeli Registrar of Associations

Date of approval of the Articles by the Registrar of Associations: 12 May 2024

Name of the association: Breaking Waves, Rehabilitation Association for Persons with Psychological Injury (Registered Association)

Association registration number: 580790756

Type of Articles: The Standard Articles of an association, with standard amendments

Part A: Membership

1. Admission of Members

(a) The founders of the association are members of the association from the day of the association’s registration in the Register of Associations.

(b) A person wishing to become a member of the association shall submit an application to the Executive Committee in the following wording:

“I (name, address and identity number) request to become a member of the association (name of the association). The objectives of the association and its Articles of Association are known to me. If I am accepted as a member of the association, I undertake to comply with the provisions of the Articles of Association and with the resolutions of the general assembly of the association.”

(c) The decision whether or not to accept an applicant as a member of the association rests with the Executive Committee; if the Executive Committee refuses to accept the applicant, the applicant may appeal against the refusal before the next general assembly.

2. Rights and Obligations of a Member

(a) A member of the association is entitled to attend and to vote at every general assembly and shall have one vote in every ballot; the member is entitled to elect and to be elected to the Executive Committee or to the Audit Committee.

(b) A member of the association is entitled to take part in the activities of the association and to benefit from its services.

(c) The Executive Committee may, with the approval of the general assembly, set membership fees, payment of which shall be obligatory for the members.

(d) The expiry of membership in the association does not release the member from settling the payments that fell due to the association from that member before the expiry of the membership, in respect of the period up to the expiry of the membership.

3. Expiry of Membership

(a) Membership in the association shall expire:

(1) upon the death of the member, and in the case of a member that is a corporation, upon the completion of its liquidation;

(2) upon the member’s withdrawal from the association; written notice of withdrawal shall be given to the Executive Committee thirty days in advance;

(3) upon the member’s expulsion from the association.

(b) The general assembly may, upon the proposal of the Executive Committee, resolve to expel a member from the association on one of the following grounds:

(1) the member has not paid the association the sums due to it from the member;

(2) the member has not complied with the provisions of the Articles of Association or with a resolution of the general assembly;

(3) the member is acting contrary to the objectives of the association;

(4) the member has been convicted of an offence which, by reason of its nature, its gravity or its circumstances, makes the member unfit to serve as a member of an association.

(c) The Executive Committee shall not propose to a general assembly that a member be expelled from the association unless it has first given the member a proper opportunity to present the member’s arguments before it; and it shall not make such a proposal on the grounds set out in sub-article (b)(1), (2) or (3) unless it has warned the member and has given the member a reasonable period in which to remedy the matter.

4. Giving Notice to a Member

Any invitation, demand, warning or other notice from the association to a member shall be given to the member in writing, delivered by hand, sent by email to the email address the member provided to the association, or sent by ordinary mail to the member’s address as recorded in the register of members. At the written request of the member, the association shall amend the member’s address as recorded in the register of members, or the member’s email address.

Part B: The General Assembly

5. Time and Place

The day, the hour and the location of a general assembly shall be determined by the Executive Committee.

6. Notice of Convening

A general assembly shall be convened by notice given to every member at least ten days in advance, stating the day, the hour, the place and the agenda of the assembly.

7. Functions of an Ordinary General Assembly

An ordinary general assembly shall hear reports on the activities of the Executive Committee and on the activities of the Audit Committee, shall deliberate on those reports and on the financial report submitted to it by the Executive Committee, shall decide on their approval, and shall elect the Executive Committee and the Audit Committee.

8. Quorum

(a) A general assembly shall not be opened unless at least one quarter of the number of members of the association are present; if that quorum was present when the assembly was opened, the assembly may continue its deliberations and adopt resolutions even if the number of those present has since fallen.

(b) If the said quorum has not assembled within one hour of the time stated in the notice, the assembly shall be regarded as adjourned, with no need for a further notice, to one week later at the same hour and the same place; at that adjourned assembly those present shall be entitled to deliberate and to adopt resolutions, whatever their number.

9. Chairperson and Secretary

A general assembly shall elect a chairperson and a secretary of the assembly from among the members of the association.

10. Resolutions

Resolutions of the general assembly shall be adopted by a majority of the votes of those voting, unless the law or these Articles of Association require a different majority for their adoption; if the votes are equally divided, the chairperson of the assembly may cast the deciding vote.

11. Minutes

The secretary of the general assembly shall keep the minutes of the assembly.

Part C: The Executive Committee

12. Number of Members

The number of members of the Executive Committee shall be determined by a resolution of the general assembly and shall not be fewer than two.

13. Term of Office

(a) The Executive Committee shall serve from the time of its election at a general assembly until another general assembly elects a new Executive Committee; an outgoing member of the Executive Committee may be elected to the new Executive Committee.

(b) A member of the Executive Committee may resign from office at any time by written notice to the Executive Committee; a member of the Executive Committee shall cease to hold office if declared legally incompetent or bankrupt.

14. Filling Vacancies on the Executive Committee

(a) If the office of a member of the Executive Committee falls vacant, the remaining members, or the remaining member, may appoint another member of the association to serve as a member of the Executive Committee until the next general assembly; until such an appointment is made, the remaining members, or the remaining member, may continue to act as the Executive Committee.

(b) If a member of the Executive Committee is prevented from performing the duties of office, the remaining members, or the remaining member, may appoint a member of the association to take that member’s place until the member returns to perform those duties.

15. Meetings of the Executive Committee

The Executive Committee may itself regulate the timing of its meetings, the manner of convening them, the quorum required for them and the manner in which they are conducted.

16. Resolutions

Resolutions of the Executive Committee shall be adopted by a majority of the votes of those voting; if the votes are equally divided, the proposal is not adopted. A resolution adopted unanimously by all members of the Executive Committee may also be adopted otherwise than at a meeting of the Executive Committee.

17. Minutes

The Executive Committee shall keep minutes of its meetings and of its resolutions.

18. Power of Representation

The Executive Committee shall authorise two or more of the members of the association and of its employees to sign, on behalf of the association, documents that bind the association, and to carry out on its behalf acts falling within the scope of the Executive Committee’s authority. The signatures of two authorised signatories together shall bind the association.

Part D: The Audit Committee

19. Application of Provisions

The provisions of Articles 12 to 17 shall apply, with the necessary modifications, to the Audit Committee as well.

Part E: Branches

20. Establishment and Organisation of Branches

The association may, by resolution of the general assembly, establish branches and determine their organisation and the manner in which their affairs are conducted.

Part F: Assets Upon Dissolution

21. Transfer of Surplus Assets

If the association is dissolved and, after its debts have been discharged in full, assets remain, those assets shall be transferred to another public institution having similar objectives, within the meaning of section 9(2) of the Israeli Income Tax Ordinance, and shall not be distributed among the members of the association.

22. Prohibition on the Distribution of Profits

The assets and the income of the association shall be used solely for its objectives, and the distribution of profits or of any benefit in any form whatsoever among its members is prohibited.

23. Purchases Through the Website and Age Restrictions

Use of the website, and making a purchase or a donation through it, are open to all users, and no dedicated age restriction applies on the website to the making of a purchase. Where the user is a minor, or a person who is not legally competent to perform a legal act without authorisation, the performance of the act on the website shall be deemed to have been carried out with the authorisation and consent of a parent, a guardian or another authorised person acting on the user’s behalf, in accordance with the provisions of any applicable law.

24. Use of User Details and Retention of Information

The association uses the details provided by users of the website for the purposes of operating the website, handling enquiries, processing purchases and donations, registering users for services, and carrying out other actions requested by the user, as well as for providing service to users and maintaining contact with them, to the extent required. The association will not use users’ details other than for the purposes for which they were provided, or for purposes required for the operation of the website and of the association, and will not transfer the information to third parties unless doing so is required in order to carry out the requested action, to provide a service, to comply with the provisions of the law, or where the user has given consent. The association applies accepted and reasonable security measures to protect the information provided through the website, including technological and organisational measures intended to reduce unauthorised access, misuse, loss of or damage to the information. However, the association cannot guarantee absolute immunity against intrusion into or unauthorised access to the website’s systems.

This is an unofficial English translation. In any conflict, the Hebrew original prevails.