CONSTITUTION AND BY-LAWS OF ASSOCIATION OF

An Amutah (Non-Profit Society) Organized and Operating Under the Laws of the State of Israel (the “Association”)

ARTICLE I - AIMS AND PURPOSES

SECTION 1. The aims and purposes of the Association are:

a. to foster, promote, advance and teach the game of baseball to children in the State of Israel;

b. to organize teams and leagues in a structure and framework most beneficial towards the advancement of baseball in Israel;

c. to help promote and to assist in the absorption of immigrants to Israel through their participation in the playing of baseball in the State of Israel;

d. to promote friendly exchanges through the game of baseball, among all the varied ethnic and multi-cultural groups in Israel and in particular to bring about closer and better relationships between new immigrants and Israeli children with the help of the baseball game as a making friends instrument.

e. to promote sportive culture and the desire for achievement through and with the assistance of the activities generally related to the game of baseball and its organization within the State of Israel and with regard to international participation in events and activities outside the State of Israel, such as tournaments, international clinics, Olympics, etc.

SECTION 2. The Association is a non-profit organization formed to carry out all of the above aims and purposes.

ARTICLE II - OFFICES OF THE ASSOCIATION

SECTION 1. The principal Office of the Association shall be at P.O.B. 48159, 61481 (9 Bourla St), and the name of the resident agent of the Association shall at all times be the name of the President of the Association. Such office and agent may be changed by majority vote of the Board of Directors, filing a statement to such effect with the Registrar of the

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Amutot, as may be required by law.

SECTION 2. The Association may also have an Office or Offices at such other place or places as the Board of Directors may from time to time designate.

ARTICLE III - MEMBERSHIP

SECTION 1. The Members of the Association shall consist of the following:

a. members of the Board of Directors (including the officers of the association);

b. a representative (as determined by the relevant Regional Director) of each team which, at the time of the Annual Meeting, is recognized and registered with and playing within the framework of a league organized by the Association, provided that such representative (but in no event more than one individual per team): (i) be designated by the Regional Director, in writing, to the Secretary-General not less than forty-five (45) days prior to the Annual Meeting; (ii) has reached eighteen (18) years of age by the time of the Annual Meeting; and (iii) has previously coached or assisted in coaching, or managed a team, or served as a local or regional coordinator for several teams in a municipal area, including the team he/she represents for a period of not less than one (1) full season prior to the notification (referred to in Sub-Section 3 of Article IV below) of the Annual Meeting;

c. every regional director, appointed by the Board of Directors, of any recognized division or league of teams within the Association;

d. the National Director;

e. the members of the Control Committee;

f. umpires, one per geographic region (currently 3). These representative umpires would have to be certified umpires, over 18 years of age, and actively umpiring for at least two years. The three candidates would be chosen by the Chief Umpire and Secretary General together.

g. one representative from each Israel National Team provided that such representative (but in no event more than one individual per team): (i) be designated by the Secretary General not less than forty-five (45) days prior to the Annual Meeting; (ii) has reached eighteen (18) years of age by the

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time of the Annual Meeting; and (iii) has coached or assisted in coaching, the team he/she represents for a period of not less than six months prior to the notification (referred to in Sub Section 3 of Article IV below) of the Annual Meeting;

h. Association members with 20 years or more of service to the Israel Association of Baseball and are over 60 years of age designated by the Secretary General as GM voting members;

i. the Executive Secretary .

SECTION 2. The Board of Directors may, from time to time, by an affirmative vote of eighty percent (80%) of the total existing members of the Board of Directors, accept additional members to the Association, in addition to those noted in Section 1 above. Such vote may be at a regular or special meeting of the Board of Directors called for such purpose.

ARTICLE IV - ANNUAL ORDINARY GENERAL MEETING

SECTION 1. The Annual Ordinary General Meeting of the Members of the Association (hereinafter the "Annual Meeting") is the supreme governing authority of the Association.

SECTION 2. The Annual Meeting shall take place at the time prescribed by the Board of Directors but not less than once every calendar year.

SECTION 3. At least ten (10) days prior to the Annual Meeting, the Board of Directors shall fix the date and place of the Annual Meeting and the Secretary- General of the Association will notify all Members of the Association of the said date and place.

SECTION 4. a. At the opening of the Annual Meeting, the participants of the Annual Meeting (hereinafter the “Members”) shall be presented with the updated financial statements of the Association. The Members shall, for the purposes set forth in the Amutot Law 1980 (hereinafter the “Law”), choose an audit committee of at least three individuals who are not members of the Board of Directors of the Association (the “Audit Committee”). In addition, the Members shall, for the purposes of the Law, choose a certified public accountant (the “Accountant”). The Audit Committee and

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the Accountant shall serve for the ensuing year and until their replacements are elected by the next Annual Meeting.

b. At the Annual Meeting of every odd year (the “Odd Annual Meeting”) (commencing as of the Annual Meeting for the calendar year of 1997), the Members shall elect the Board of Directors, including the Officers of the Association. Said Board, including the Officers shall serve for the ensuing two years and until their replacements are elected at the next Odd Annual Meeting.

c. No Member shall be entitled to cast more than one (1) vote per question presented at the Annual Meeting, notwithstanding the fact that such Member qualifies for membership in more than one category specified in Section 1 of Article III. Further, no Members are entitled to cast their votes by proxy.

SECTION 5. Nominations for the Board of Directors, including Officers, shall be made by any member in good standing of the Association at the Annual Meeting.

SECTION 6. Between every Odd Annual Meetings, the Board of Directors, by an affirmative vote of majority of the existing members of the Board of Directors, may fill any vacancies in offices of the Association or on the Board of Directors itself.

ARTICLE V - DIRECTORS

SECTION 1. The Board of Directors shall be the governing body of the Association between the Odd Annual Meetings and will be authorized to consider, resolve and act with respect to any affairs of the Association, including but not limited to: (i) set the working plan and the priorities between the achievement of the different goals of the Association; (ii) approve the annual budget of the Association, to follow up after the financial condition of the Association and to set the credit line that the Association is entitled to acquire; (iii) convene Annual Meetings; (iv) approve the financial statements of the Association; (v) report to the Annual meeting regarding the state of the Association’s affairs; and (vi) set, with the authorization of the Annual Meeting, the mandatory membership fee and all participation fees.

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SECTION 2. The Board of Directors (as aforementioned) shall consist of at least seven (7) but not more than 17 persons, including the four Officers of the Association as set forth in section 1 of Article VI. The number of Directors may be increased or decreased from time to time by amendment to this Constitution and By-Laws, but no such amendment will reduce the number of Directors to fewer than two (2) Directors or shall have the effect of shortening the term of any incumbent Director.

SECTION 3. All members of the Board of Directors shall, throughout their term of office, reside in the State of Israel.

SECTION 4. Any Director may be removed from his position as Director, by majority vote of the General Meeting.

SECTION 5. A particular Directorship shall be deemed to be vacant upon the occurrence of any one of the following events: removal of the Director as provided in Section 4 of this Article V; death of the person holding such Directorship; refusal of a person elected for Directorship to serve; resignation of the person holding such Directorship; two (2) consecutive absences from meetings of the Board of Directors, if unexcused by the President of the Association; the person holding such Directorship residing outside of the State of Israel during his term of office.

SECTION 6. A majority of all existing members of the Board of Directors shall constitute a quorum for Board of Directors’ resolutions with respect to any kind of business practice. Save as otherwise specified in this Constitution and By-Laws, the action of the majority of the Directors present at any meeting at which there is a quorum at the commencement of the meeting shall be regarded as the act of the Board of Directors. Any meeting of the Board of Directors may be adjourned from time to time by those present, whether a quorum is present or not.

SECTION 7. When a quorum, as specified in Section 6 of Article V above, does not convene within one (1) hour from the time specified in the notice of the meeting, the meeting shall be adjourned to a date, time and place specified by the President at the adjourned meeting (but not closer than five days to the adjourned meeting). Notice of the new meeting shall be given, in a timely manner, to the members of the Board of Directors. Those members present at the new meeting, (whether a quorum, as, specified in Section 6

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above, is present or not) may deliberate and pass decisions binding the Association.

SECTION 8. The Board of Directors shall meet at least four (4) times per year, upon seven (7) days notice by the President of the Association concerning the time and the place of such meeting. A special meeting of the Board of Directors may be held at any time upon the call of the President, by telephonic notice. Directors, shall be entitled to remuneration for their services, subject to: (i) prior approval of the Annual Meeting with respect to the Directors remuneration in the aggregate and with respect to the particular remuneration amount for each Director.; and (ii) an approval of the Executive Committee (as defined in Article VII below),. No salaried employee of the Association shall be eligible to be a member of the Board of Directors during such employment.

ARTICLE VI - OFFICERS

SECTION 1. The Officers of the Association shall consist of a President, a Vice-President, a Secretary-General and a Treasurer. No person is permitted to hold more than one office at a time.

SECTION 2. Any Officer elected may be removed from his position by an affirmative vote of three-quarters of all existing members of the Board of Directors, when they conclude that the best interest of the Association will be served thereby.

SECTION 3. The president of the Association shall be the principle Executive Officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Board of Directors. The President shall sign, together with the Secretary-General, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except for in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some particular Officer, or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to this office and such other duties as may be prescribed by the Board of Directors from time to time. Notwithstanding his role as chairman of any meetings of the Association, the President may designate and establish committees, appoint chair-persons and members of all committees (save for the Executive Committee) of the Association, subject to the approval of the Board of

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Directors. The President shall also be an ex-officio member of all committees of the Association with full voting rights. The President shall be the official spokesperson for the Association.

SECTION 4. In the absence of the President, or in the event of his inability to act, the Secretary-General shall perform the duties of the President, and when so acting, shall have the powers of and be subject to all the restrictions upon the President. In the absence or unwillingness of the Secretary-General to serve in the absence of the President, the Vice-President shall perform the duties of the President as aforesaid. The Vice-President shall normally perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors and shall assume the chairmanship of at least one committee of the Association.

SECTION 5. The Treasurer shall have charge and custody of and be responsible for all funds of the Association, receive and issue receipts, prepare the annual budget for approval by the Board of Directors (in conjunction with a finance committee), prepare the annual financial statement (in conjunction with the Accountant or Control Committee of the Association), review and approve accounts in order to regulate income and expenditures, work closely with the Accountant and/or Control Committee, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 6. The Secretary-General shall, in accordance with direction of the President, prepare the agenda for each Board of Directors’ meeting and provide a written copy of the same to each Director not less than 48 hours prior to each such meeting, ensure the taking of minutes of all meetings of the Board of Directors and of the Annual Meeting and carry out such other duties as may be assigned from time to time by the President or the Board of Directors.

SECTION 7. The Officers shall not receive any compensation for their services, otherwise than as a member of the Board of Directors, as approved by the Members; however, the Association may reimburse Officers of the Association for their expenses incurred in carrying out the purposes of the Association, subject to approval of the Executive Committee.

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ARTICLE VII - EXECUTIVE COMMITTEE

SECTION 1 Between meetings of the Board of Directors, an Executive Committee shall be responsible, in accordance with the Board of Director's decision/s referred to in Section 4 of this Article VII, for the oversight of the issues and affairs of the Association.

SECTION 2. The Executive Committee shall consist of the President, Secretary- General, Treasurer, Vice President and no more than three members of the Board of Directors so elected by the Board of Directors in normal session.

SECTION 3. The President shall preside over all meetings of the Executive Committee, call such meetings as necessary to satisfy the business needs of the Association, and shall be the official spokesperson for the Executive Committee.

SECTION 4. The Executive Committee shall be responsible to the Board of Directors, which will define the scope and the limits of the Executive Committee's power, including the specific affairs of the Association in regard to which the Executive Committee is entitled to deal. The Executive Committee will provide a report describing its activities to each Board of Directors meeting.

SECTION 5. On special occasions, if a member of the Executive Committee deems that certain matter is of a special importance, the Executive Committee shall by vote, decide that such matter requires Board of Directors’ debate and approval. Proxy voting will not be allowed by committee members. Resolutions shall be executed by simple majority of members present. In the event of a deadlock, the matter shall be deemed defeated. At least 50% of the members of the Executive Committee will constitute a quorum to do business.

SECTION 6. Upon request by the President, an issue, which the President considers of an urgent nature, may be decided by a telephone polling of all members of the Executive Committee, provided that such issue is decided by an affirmative vote of a majority of the members of the Executive Committee.

ARTICLE VIII - FINANCES

SECTION 1. The assets and income of the Association shall be used solely for the aims and purposes of the Association.

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SECTION 2. The Association may maintain one or more bank accounts, including regional bank accounts. In respect of the main bank account of the Association, the President or Treasurer each together with one (1) other Officer of the Association (including the President or Treasurer), are the persons authorized to sign checks and other financial or monetary transfers or banking matters on behalf of the Association. In respect of the regional bank accounts, the Board of Directors shall determine who are the two (2) persons which are authorized to sign checks and other obligations on behalf of the Association.

SECTION 3. The Board of Directors may from time to time authorize any two (2) officers to sign documents of any kind, which will obligate the Association with liability of any kind.

SECTION 4. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the majority of the existing Board of Directors (any guarantee, loan or financing agreement for borrowing in an amount exceeding US$10,000 shall require an affirmative vote of three-fourths [3/4] of the existing members of the Board of Directors). Such authority may be general or confined to specific instances. However, in no such event, may the Association lend, contract for a loan or issue evidences of indebtedness to any of its Directors, Officers or others serving in the committees of the Association.

SECTION 5. All funds of the Association not otherwise employed shall be deposited, from time to time, to the credit of the Association in such banks, trust companies or other depositaries as the Board of Directors may select.

SECTION 6. In the event of the liquidation of the Association, all of its assets after payment of all liabilities, debts and accounts payable shall not be distributed among members of the Association but will be given to public institutions as shall be determined by the out-going Board of Directors, provided that such institutions are qualified under paragraphs 9 (2) and 43 of the Income Tax Ordinance.

ARTICLE IX - CONSTITUTION AND BY-LAWS OF THE ASSOCIATION

SECTION 1. This Constitution and By-Laws of the Association may be amended by an affirmative vote of two-thirds of the Members present and voting at an Annual Meeting of the Association provided, that a notification regarding

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the amendment will be delivered to all members of the Association, by including it in any notice of Annual Meeting.

SECTION 2. The words "amend" and "amended" shall be broadly interpreted to include alterations, modifications, additions and repeal, in whole or in part.

SECTION 3. This Constitution and By-Laws as amended are the approved and adopted Constitution and By-Laws by the Association.

ARTICLE X - MISCELLANEOUS

SECTION 1. For the purposes of determining the existence of a quorum at a meeting of the Board of Directors or the number of votes necessary to pass a resolution at the Annual Meeting or at a meeting of the Board of Directors, all fractions of a whole number are to be rounded up or down to the nearest whole number, save in the case of a .5 (point five) result which shall be rounded up to the nearest whole number.

Dated August 8, 2013

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