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0615S.Per Constitution and By CONSTITUTION AND BY-LAWS OF ISRAEL ASSOCIATION OF BASEBALL 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 Aliyah 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, Tel Aviv 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 0615S.PER - 1 - 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 0615S.PER - 2 - 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 0615S.PER - 3 - 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. 0615S.PER - 4 - 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.
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