Article I: Name and Purpose

Section 1. Name. The name of this organization is “ORT AMERICA, Inc.” (herein referred to as “ORT AMERICA”).

Section 2. Purpose. The purpose of ORT AMERICA is to promote vocational, technical and related education and training in countries throughout the world where the need for such education and training exists and where it may ameliorate the economic, social, or educational status of Jews or other persons needing such education and training; to promote the goals of the ORT program; to combat anti-Semitism; and to promote the understanding and appreciation of Jewish values. ORT AMERICA is an autonomous national membership organization, which is a corporation organized and existing under the Not-for-Profit Corporation Law of the State of New York. In furtherance of its corporate purposes, ORT AMERICA shall have all general powers enumerated in Section 202 of the Not-for-Profit Corporation Law, together with the power to solicit grants and contributions for corporate purposes.

Article II: Offices, Books, Seal

Section 1. Principal Office. The principal office of ORT AMERICA (the “National Office”) shall be located at such place within the State of New York as the Board of Directors may from time to time determine. ORT AMERICA may establish and maintain other offices at any other place or places, within or outside of the State of New York, as the Board of Directors may from time to time determine.

Section 2. Books. There shall be kept at the principal or any other designated office of ORT AMERICA, books of account of the activities and transactions of ORT AMERICA, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws and all amendments thereto, and all minutes of the meetings of the membership, the Board of Directors, and the Executive Committee. 

Section 3. Corporate Seal. The seal of ORT AMERICA shall be circular in form, bearing the name of ORT AMERICA and the word and figures “Incorporated - New York - 1969.”

Article III: Membership 

Section 1. Qualifications for Membership. Any person who subscribes to the purpose of ORT AMERICA and pays annual dues or makes a contribution equal to or greater than the annual dues amount shall be deemed a member.

Section 2. Categories of Membership. A person may acquire membership through any Chapter, Affiliated Group, Coordinating Body, or any other unit of organization of ORT AMERICA (collectively, the “Units of Organization”), to become a member-at-large or a life member or have such other status as may be determined from time to time by the Board of Directors.

Section 3. Dues. The dues structure and changes thereto shall be determined by the Board of Directors at any annual or special meeting of the Board of Directors.

Section 4. Termination of Membership.  Any member may voluntarily withdraw at any time by sending notice to that effect to the National Office.

Article IV: Annual and Special Meetings of Members

Section 1. The Annual Meeting. An annual meeting of Members shall be held at a time and place, within or without the State of New York, to be determined by the Board of Directors, for the purpose of receiving the annual report of the Board of Directors, as required by law, and conducting such other business as may properly come before the meeting. Every three years at the annual meeting (the “Triennial Annual Meeting”) there will be an election of Elected Officers and Board of Directors.

Section 2. Special Meetings. Special meetings of the members may be called by the Secretary/Associate Treasurer upon the direction of the President, the Board of Directors or upon petition by ten percent (10%) of the total number of members of ORT AMERICA.  Such meetings shall be held within or without the State of New York, at such time and place as is designated in the notice of such meeting.

Section 3. Notice of Meetings. Notice of place, day, and hour of each meeting of members, whether annual or special, shall be given personally, by electronic mail or by first class mail, directed to each member of ORT AMERICA entitled to vote thereat, at least ten (10) and no more than fifty (50) days before the date of the meeting.  If mailed, such notice shall be directed to the member at his or her address as it appears on the record of members, unless such member requested to the Secretary that notices be sent to him or her at another address. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  Notice of the time and place or purpose of any meeting of members shall not be required to be given to any members who shall waive notice thereof in writing, either before or after the holding thereof, or who shall attend such meeting.

Whenever ORT AMERICA has more than five hundred (500) members, the notice may be served by publication, in lieu of mailing, in a newspaper published in the County, City, and State of New York, once a week for three successive weeks next preceding the date of the meeting.

Section 4. Participation, Quorum and Voting.

a)     Voting. At any meeting of the members, each member shall be entitled to one vote.  The Board, in its discretion, may authorize proxy voting for any meeting, and the Board will give reasonable advanced notice to the members (for example, by posting a notice on the ORT AMERICA website) of their right to vote by proxy for a given meeting.  All questions at any meeting of members shall be decided, except as otherwise provided by law, by a majority vote of the members present, if a quorum is present at such time.

b)    Quorum. At any meeting of the members there shall be present at least one hundred (100) members or 10 percent (10%) of the total numbers of members, whichever is less, in order to constitute a quorum for the transaction of business, or such lesser amount as authorized under New York law.

c)     Voting Procedures for the Election of the Board of Directors. The election of the Board of Directors shall be by voice vote or a show of hands, at the discretion of the President, if there are no additional candidates other than those proposed by the Nominating Committee. If there are additional candidates, then voting shall be by secret ballot, in writing or electronically, and the nominated candidates receiving the highest number of votes shall be elected.

d)    Voting Procedures for the Election of Elected Officers. Voting for the election of Elected Officers, from among those who have been elected to the Board of Directors, shall be by voice vote or by a show of hands, at the discretion of the Chair, if there is only one candidate for the office. If there are two or more candidates, then voting shall be by secret ballot, in writing or electronically, and a majority vote shall be required in the case of two candidates and a plurality of the votes cast shall be sufficient in the case of more than two candidates for the same office.

Article V: Board of Directors

Section 1. Powers and Duties.

a)     ORT AMERICA shall be managed by its Board of Directors.

b)    The Board of Directors shall have general power, in accordance with the Certificate of Incorporation, to control and manage the affairs and property of ORT AMERICA.

c)     The Board of Directors shall have and execute all powers over the real and personal property, funds and investments of ORT AMERICA and of its Units of Organization not separately incorporated, without limitation.

d)    The Board of Directors shall be responsible for the establishment of policies relative to the management and affairs of ORT AMERICA and shall not enter into any agreement limiting such responsibility. The foregoing, however, shall not prevent the delegation of authority to act on the Board’s behalf provided for in these By-laws.

e)     The Board of Directors shall provide for the proper control of all assets and funds of ORT AMERICA, including an audit of its accounts and records at least once a year by an independent certified public accountant or firm of such accountants.

f)     The Board of Directors shall have the power to create, from time to time, committees as it shall deem advisable. The chair and members of said committees shall be appointed by the President with the consent of the Board of Directors and shall have only such powers as are specifically delegated to them by the Board of Directors.

g)     The Board of Directors, at Annual Meeting, shall have the power to increase or decrease the size of the Board of Directors, within the parameters set in Article V, Section 2, of these By-laws, and declare any such new non-Officer Director positions as vacancies.

h)    In addition to the powers expressly conferred upon it by these By-laws, the Board of Directors may exercise such powers and do such lawful acts as are permitted and authorized by statute.

Section 2. Number and Qualification of the Board of Directors. The Board of Directors shall consist of a minimum of twenty-five (25) and a maximum of thirty-five (35) directors, which include the current Elected Officers, the immediate past President, and a number of at-large directors (each, an “At-Large Director”), elected by the members at the Triennial Annual Meeting (each, individually, a “Director”, and collectively the “Board of Directors” or the “Board”). The exact number of At-Large Directors to be elected at the next Triennial Annual Meeting, so as to elect a Board of Directors within the maximum and minimum numbers set herein, will be set by the Board of Directors at the regularly scheduled Board of Directors meeting immediately preceding the Triennial Annual Meeting. The CEO shall be an ex-officio member without voting rights. Directors must be members of ORT AMERICA. The Board of Directors may create non-voting honorary Board of Directors membership positions under criteria, as may be determined by the Board of Directors at any annual, regular, or special meeting.

Section 3. Term of Office. The Board of Directors shall serve from the end of the Triennial Annual Meeting at which it is elected through the next Triennial Annual Meeting or until its successors are duly elected. Members of the Board of Directors other than Officers shall serve for no more than two (2) consecutive three (3) year terms, but shall become eligible to serve again after a three (3) year interval. After an Officer, other than the immediate past President, has completed his/her term and is not re-elected as an Officer, he/she is eligible to serve on the Board without the waiting period for one additional term. An individual nominated as a candidate for an Officer position may be elected to the Board of Directors despite having served two consecutive terms as an At-Large Director.

Section 4. Liabilities, Powers, Restrictions of Individuals of the Board of Directors. No Directors shall receive any compensation for any services performed in his/her capacity as a Director. Nothing herein shall be construed to preclude any Director from serving ORT AMERICA in any other capacity and receiving reasonable compensation therefore as authorized by the Board of Directors providing the capacity of service is disclosed to the Board of Directors.

Section 5. Vacancies. If a Director is unable to perform the functions and duties of such position, for any reason, including but not limited to, death or disability, such Director shall no longer serve, leaving a vacancy on the Board of Directors (a “Vacancy”). Vacancies may, but shall not be required to, be filled by a vote of a majority of the Board of Directors then in office, regardless of the number of then-current Directors. A Director elected to fill a vacancy shall hold office until the next Triennial Annual Meeting or until his/her successor is elected and qualified.

Section 6. Place of Meetings. The Board of Directors shall hold its meetings at such place or places within or outside of the State of New York, as the Board of Directors shall from time to time determine.

Section 7. Annual and Other Meetings of the Board. An annual meeting of the Board of Directors shall be held for the approval of the annual operating plan and the transaction of such business as may properly come before the meeting. The order of business and questions regarding priority of business of the Board of Directors at meetings shall be determined by the President or Chair of the Executive Committee, whoever is presiding over the meeting. Such meeting shall be held each year at a specified time and place as determined by the Board of Directors. In addition to the annual meeting, and/or any special meeting, the Board of Directors shall hold at least one regular meeting during the year at such time and place and upon such notice as provided in Section 9 of this Article.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the President or Secretary/Associate Treasurer, with the consent of the Executive Committee, or by a written request signed by a minimum of 1/3 of the Board of Directors given to the President or Secretary/Associate Treasurer, upon such notice as is provided in Section 9 of this Article. Special meetings of the Board of Directors can be held by telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.

Section 9. Notices of Meetings. Notice of the time and place of the annual meeting and each regular meeting of the Board of Directors shall be given by the Secretary/Associate Treasurer to each Director either personally, or by mail, telephone, fax, e-mail, or other suitable electronic means 10 to 50 days before the meeting.

Notice of a special meeting shall be given by the Secretary/Associate Treasurer to each Director either personally, or by mail, telephone, fax, e-mail, or other suitable electronic means at least three (3) business days before the meeting. Such notice shall also contain the purposes for which the meeting is called. Notice need not be given to any Director who submits a signed waiver of notice before or after the meeting or who attends the meeting. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which such adjournment shall be taken.

Section 10. Meeting Participation. All Directors are expected to attend all meetings of the Board of Directors. If unable to attend, special arrangements in advance of the meeting may be set up for participation by conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. If, in any year, a Director does not attend the annual meeting of the Board of Directors in person, the Board has the option to remove such Director in accordance with Section 11 of this Article.

Section 11. Resignation and Removal of Directors. Any Director may resign at any time. Resignation may be accomplished by written notification to the President and/or the Secretary/Associate Treasurer.

Any Director may be removed at any time for acts or omissions deemed detrimental to the best interests of ORT AMERICA, by a 2/3 vote of the Directors present at the meeting. At least thirty (30) days prior to any vote on such removal, all Directors shall have received notice, either personally, or by mail, telephone, fax, e-mail, or other suitable electronic means and the Director subject to a removal vote shall have been offered an opportunity to appear and be heard on the matter at the meeting of the Board of Directors called for such purpose.

Section 12. Quorum and Manner of Acting. A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority of the total Board of Directors. Except where otherwise required by these By-laws or by law, the vote of a majority of the Board of Directors present at the time of the vote shall be the act of the Board of Directors. However, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all the Directors or the committee consent to the adoption of a resolution authorizing the action. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 13. Annual Report. The Board of Directors shall present at the Annual Meeting of Members all reports required by law, which shall be filed with the records of ORT AMERICA and either a copy or an abstract thereof entered into the minutes of the proceedings of the Annual Meeting of Members.

Article VI: Officers

Section 1. Number and Qualifications of Officers.

a)     Elected Officers.  ORT AMERICA shall have officers of various Units of Organization, as well as National Officers (defined below) (collectively, the “Officers”). A President, a Chair of the Executive Committee, four (4) Vice Presidents, a Treasurer, and a Secretary/Associate Treasurer shall be elected from among the members of ORT AMERICA, and each shall serve on the Board (collectively, the “Elected Officers”).  No person may be a National Officer and be an officer of any other Unit of Organization at the same time.

b)    Hired Officers. A Chief Executive Officer (the “CEO”) shall be hired by the Board. The CEO may hire, with the advice and consent of the President and Chair of the Executive Committee, a Chief Development Officer (the “CDO”), and a Chief Operating Officer (the “COO”, along with the CEO and the CDO, the “Hired Officers”). If selected, Hired Officers may serve on any committee or the Board. The CEO shall serve at the pleasure of the Board, and may be removed at-will by a majority vote of the Board. The CDO and the COO serve at the pleasure of the CEO, and may be removed at-will by the CEO, with the advice and consent of the President and Chair of the Executive Committee. The Hired Officers and the Elected Officers, collectively, shall be referred to as the “National Officers”.

Section 2. Election of Elected Officers; Filling of Vacancies. The Elected Officers of ORT AMERICA shall be elected by a majority vote at a Triennial Annual Meeting of Members at which a quorum is present as stated in Article IV, Section 1 and Section 4. The Elected Officers shall serve without compensation. Should a vacancy occur in the office of President, the office shall be filled by the Chair of the Executive Committee for the unexpired term of office. Should the Chair of the Executive Committee be unable to fill the vacancy of President for the unexpired term of office, the vacancy shall be filled by a vote of the Board of Directors from among the Elected Officers. Should the office of Chair of the Executive Committee become vacant because the Chair of the Executive Committee has assumed the office of President for the unexpired term, the vacancy shall be filled by a vote of the Board from among the Elected Officers. In any other eventuality, should the office of Chair of the Executive Committee, Treasurer, or Secretary/Associate Treasurer become vacant in the period between elections, the vacancy shall be filled by a vote of the Board from among the Elected Officers or Directors. Should a vacancy occur in the office of Vice President in the period between elections, the vacancy shall be filled by a vote of the Board from among the Directors.

Section 3. Term of Office. The term of office of each of the aforesaid Elected Officers shall be until the election of his/her successor at the next Triennial Annual Meeting. The President and the Chair of the Executive Committee shall only serve one (1) term, and all other Elected Officers may be elected to a maximum of two (2) consecutive terms in the same position.

Section 4. President. The President shall preside at all meetings of the Board of Directors. The President shall be an ex-officio member of every committee of the Board, and every national committee, with the exception of the Nominating Committee and the Audit Committee, and shall have the right to vote at such meetings. Subject to the supervision of the Board of Directors, the President shall have general charge of the affairs of ORT AMERICA and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 5. Chair of the Executive Committee. The Chair of the Executive Committee shall have such powers and duties as may from time to time be delegated to him/her by the Board of Directors. In the absence or disability of the President, the Chair of the Executive Committee shall serve as the acting President until the President’s successor is elected. In the absence or disability of both the President and the Chair of the Executive Committee, the Board of Directors or Executive Committee shall designate an acting President from among the remaining Elected Officers. The Chair of the Executive Committee will preside at all meetings of the Executive Committee.

Section 6. Vice Presidents. The Vice Presidents shall have such powers and duties, as may from time to time be delegated to them by the Board of Directors.

Section 7. Treasurer. The Treasurer shall supervise and direct the keeping of the books and accounts of ORT AMERICA and shall supervise and direct the handling of the funds of ORT AMERICA and shall prepare, or cause to be prepared, reports on the status of the accounts, receipts and disbursements and render the same to the Board of Directors at least twice a year. The Treasurer shall present an annual report to the members at each annual meeting.

The Treasurer shall be a member of the Finance Committee. The Treasurer shall be a signatory on all national checking accounts, tax forms and financial reports. The Treasurer shall perform such other duties as may be assigned by the Board of Directors.

Section 8. Secretary/Associate Treasurer. The Secretary/Associate Treasurer shall be Secretary of the Board of Directors and the Executive Committee. He/She shall give or cause to be given all required notices of meetings of members, the Board of Directors and the Executive Committee. He/She shall facilitate the recording of all meetings of members, the Directors and the Executive Committee and, in general, shall perform all duties incident to the office of Secretary/Associate Treasurer, and have such other powers and duties as may from time to time be delegated by the Board of Directors.

He/She shall have custody of the seal of ORT AMERICA and shall affix the same to any instrument when duly authorized to do so and shall attest the same. In the absence or disability of the Treasurer, the Secretary/Associate Treasurer shall be vested with all the powers and perform all of the duties of the Treasurer and shall be designated as acting Treasurer.

Section 9. Chief Executive Officer. The CEO shall be responsible to the Board of Directors and to the President for administration of the affairs of ORT AMERICA. The CEO shall have the right to attend all committee meetings, except for the Audit Committee and the Compensation Committee, without vote unless precluded by the appropriate chairs. The CEO shall serve at the pleasure of the Board and receive such compensation as the Board or a committee designated for this purpose shall determine subject to any applicable employment contract.

Section 10. Chief Development Officer. The CDO shall have such powers and duties, as may from time to time be delegated to him/her by the CEO.

Section 11. Chief Operating Officer. The COO shall have such powers and duties, as may from time to time be delegated to him/her by the CEO.

Section 12. Resignations and/or Removal of Elected Officers. The Board of Directors, by a 2/3 vote of the entire Board, may at any time immediately remove any Elected Officer for acts or omissions deemed detrimental to the best interests of ORT AMERICA. At least thirty (30) days prior to any vote on such removal, all Directors shall have received notice, either personally, or by mail, telephone, fax, e-mail, or other suitable electronic means and the Elected Officer subject to a removal vote shall have been offered an opportunity to appear and be heard on the matter at the special meeting of the Board of Directors called for such purpose.

Section 13.  Other Agents.  The Board of Directors may appoint such other agents as it may deem advisable, who shall have such authority and perform such duties as my from time to time be prescribed by the Board of Directors. 

Article VII: Life Trustees

Section 1. Life Trustees. The Nominating Committee, with the approval of the Board of Directors, may propose to the Triennial Annual Meeting for affirmation and/or reaffirmation its selection of Life Trustees. Life Trustees may include but are not limited to past Presidents of Women’s American ORT, Inc., American ORT, Inc., and ORT AMERICA.

Section 2. Rights and Privileges. Rights and privileges to be held by Life Trustees shall be determined by the Board of Directors.

Article VIII: Committees

Section 1. National Executive Committee. The National Executive Committee (the “Executive Committee”) shall consist of the National Officers (except that the CEO, the CDO and the COO shall only serve as ex-officio members, without a right to vote), the immediate past President, and four (4) At-Large Directors. The At-Large Directors serving on the Executive Committee shall be selected by the Board and may serve for two (2) consecutive three (3) year terms. In the event there is a Vacancy among the At-Large Directors serving on the Executive Committee, the Board of Directors shall fill such vacancy from among the current Directors. The Executive Committee shall have all the authority of the Board of Directors, and shall fix its own rules of procedure, as approved by the Board of Directors.

a) The Executive Committee shall supervise the management and operations of ORT AMERICA, and be responsible for executing resolutions adopted by the Board of Directors on policy matters.

b) Between meetings of the Board of Directors, the Executive Committee is empowered to act on behalf of ORT AMERICA, to authorize any act and to adopt any decision relating to the operation of ORT AMERICA, in accordance with the general directives and resolutions of the meetings of members and the Board of Directors.

c) The Executive Committee shall meet from time to time as needed, but no less than two (2) times per year. A majority of the committee members shall constitute a quorum. Special meetings of the Executive Committee may be called by the President.

Section 2. Standing Committees of the Board of Directors. The Board of Directors may create standing committees, consistent with law and these By-laws. These committees shall consist only of Directors and have at least three (3) committee members and shall have all of the authority of the Board within the scope of the duties delegated to it. The chairs and committee members will be appointed by the President with the consent of the Board of Directors. The committees shall include, but not be limited to:

a)     Compensation Committee:  The Compensation Committee will assist the Board of Directors in setting Hired Officer compensation and to review and make recommendations regarding the compensation policies and programs of ORT AMERICA. The Compensation Committee shall review and approve the compensation of the Hired Officers and others as deemed appropriate by the Board of Directors, to ensure the compensation is “just and reasonable.” The process should occur upon initial employment. If the initial employment involves an employment agreement, the process should include the approval of the initial agreement and renewal extension or modification.

The Compensation Committee shall consist of the President, Chair of the Executive Committee, and the Treasurer. The director of Human Resources shall serve as a resource for the committee.

b)    Finance Committee: The Finance Committee shall oversee all financial matters of ORT AMERICA. This will include but not be limited to pensions, endowments, investments, preparation of financial plans, financial procedures, policies and guidelines of ORT AMERICA made on behalf of ORT AMERICA. The chair of the Finance Committee shall also have the right to attend all meetings of any pension investment board committee and, if invited by the chair, attend meetings of the Audit Committee.

Section 3. Other Committees of ORT AMERICA. The Board of Directors may also create such other committees as it sees fit for a specific purpose with such duties and powers as may be specifically delegated to them. Such committee members will be appointed by the President with the consent of the Board of Directors and shall serve until the specific purpose has been accomplished, unless discharged sooner by the Board. These committees shall include, but not be limited to, the Nominations and Candidates Selection Committee (the “Nominating Committee”), the Governance Committee and the Audit Committee. Each such committee, except the Audit Committee, shall include three (3) Directors, one of whom shall serve as chair, and may be expanded up to an additional eight (8) committee members representative of the entire country, not serving on the Board.

a)     Nominating Committee:  It shall be the responsibility of the Nominating Committee to identify potential candidates, review nominations from members, and Units of Organization for Elected Officers and Board of Directors and to prepare a slate of Elected Officers and Directors for presentation and election at the next Triennial Annual Meeting. It shall also present selection(s), if any, for Life Trustees for affirmation at that Triennial Annual Meeting. The Committee shall, at least forty-five (45) days prior to the Triennial Annual Meeting, send to each member a list of its nominees for Directors and Elected Officers to be elected at such Meeting. Independent nominations for election of Directors and/or Elected Officers may be made in writing, signed by at least fifty (50) members who are members of at least three different Coordinating Bodies, and filed with the President or Secretary/Associate Treasurer at least twenty (20) days prior to the Triennial Annual Meeting.

b)    Governance Committee:  It shall be the responsibility of this committee to review the By-laws of ORT AMERICA and from time to time recommend such amendments and changes to the By-laws of ORT AMERICA which it regards to be in the best interests of ORT AMERICA and to report such recommendations, if any, at the next Board of Directors meeting. Procedures pertaining to the By-laws may be developed by the Board of Directors in consultation with the Governance Committee. The Governance Committee will also review such procedures and from time to time recommend such amendments and changes thereto which it regards to be in the best interests of ORT AMERICA and report such recommendations, if any, at the next Board of Directors meeting. Any changes to the By-laws and/or the procedures of ORT AMERICA suggested by the Board of Directors, the Executive Committee, any Unit of Organization or any member may be referred to the Governance Committee for recommendations and proposed implementing language.

c)     Audit Committee:  The Audit Committee’s role will focus on (1) the effectiveness of ORT AMERICA’s internal control and risk management system; (2) the independent audit process, including recommending the appointment and assessing the performance of the Independent Auditor; and (3) ensuring that ORT AMERICA’s process for monitoring compliance with relevant legal, ethical and regulatory requirement. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention or otherwise, with full access to all books, records, facilities and personnel of ORT AMERICA. The Audit Committee shall have the ability to hire independent counsel, accountants and other experts.

The Audit Committee shall consist of no fewer than three (3) persons and not more than such number as may be determined by the Board of Directors from time to time. The chair shall be appointed by the President, and such selection shall be currently serving as a Director. The other committee members must be members of ORT AMERICA, and shall not include the President, the Treasurer or any member of the staff of ORT AMERICA. No committee member of the Audit Committee shall be entitled to any compensation for his/her services and shall not have a material financial interest in any entity doing business with ORT AMERICA. All members of the Audit Committee shall be financially literate, and at least one member shall be a “Financial Expert”. Appointment to the Audit Committee shall be made for a term of up to three years, to coincide with the term of the Board of Directors.

Meetings shall be held at a frequency determined by the Audit Committee, but not less than twice a year. A majority of the committee members present at any meeting shall constitute a quorum for all purposes and the act of the majority of the members present shall be the act of the committee.

Article IX: Units of Organization

Section 1. Chapters. Chapters of ORT AMERICA (each, a “Chapter”) may be organized within geographic areas in the United States when approved by the Board of Directors. Chapters shall have only such powers, rights, privileges and responsibilities as may be determined by the Board of Directors and all of its activities shall be subject to the direction of the Board of Directors. Each Chapter shall have a set of by-laws approved by the Board of Directors and operate in a manner consistent with the Certificate of Incorporation and these By-laws. Each Chapter shall provide to the Secretary/Associate Treasurer, an address of the proposed Chapter, the names and addresses of the Chapter members and a list of the officers. Upon approval of the Board of Directors, a provisional or permanent charter, as the case may be, will be issued. All charters shall be subject to the discretion of the Board of Directors and may be revised or revoked. All property held by a Chapter is the property of ORT AMERICA, and in the event of revocation of a charter or at the request of the Board of Directors, all property and books and records held by the Chapter shall be forthwith delivered to the National Office.

Section 2. Affiliated Groups. Affiliated groups other than Chapters may be organized when approved by the Board of Directors (each, an “Affiliated Group”). Characteristics of Affiliated Groups and requirements therefore will be determined by the Board of Directors. Affiliated Groups shall have only such powers, rights, privileges and responsibilities as may be determined by the Board of Directors and all of its activities shall be subject to the direction of the Board of Directors. All property held by an Affiliated Group is the property of ORT AMERICA and in the event of the dissolution of the Affiliated Group or at the request of the Board of Directors, all property and books and records held by the Affiliated Group shall be forthwith delivered to the National Office.

Section 3. Coordinating Bodies. The Board of Directors may, from time to time, establish coordinating bodies based upon special interest and/or a geographic area of the United States with respect to which or in which at least two (2) Chapters or Affiliated Groups exist (each, a “Coordinating Body”). The purpose of such Coordinating Bodies includes but shall not be limited to:

a) Coordinating the activities of Chapters and/or Affiliated Groups within its jurisdiction;

b) Establishing goals and financial commitments in cooperation with the National Office;

c) Ensuring audits of Chapters and/or Affiliated Groups in accordance with these By-laws, and

d) Strengthening the Chapters and/or Affiliated Groups within its jurisdiction in cooperation with the National Office, by providing various services, assistance and guidance.

Coordinating Bodies, as liaison to ORT AMERICA, shall have only such powers, rights, privileges and responsibilities as may be determined by the Board of Directors and its activities shall be supervised by the Board of Directors. Each Coordinating Body shall have a set of by-laws approved by the Board of Directors and operate in a manner consistent with the Certificate of Incorporation and these By-laws. Each Coordinating Body shall provide to the Secretary/Associate Treasurer, an address of the proposed Coordinating Body, the names and addresses of the constituent Chapters and/or Affiliated Groups and a list of the officers. Upon approval of the Board of Directors, a provisional or permanent charter, as the case may be, will be issued. All charters shall be subject to the discretion of the Board of Directors and may be revised or revoked. All property held by a Coordinating Body is the property of ORT AMERICA and in the event of the dissolution of such a unit or at the request of the Board of Directors, all property and books and records held by such unit shall be forthwith delivered to the National Office.

Section 4. Regulation of Units of Organization. Each Unit of Organization shall keep accurate records of its membership and all funds collected and shall make a periodic report to the Board of Directors at a time and in the manner prescribed by it. Unless otherwise provided for in these By-laws, or by the Board of Directors, all monies or other property collected by a Unit of Organization, including distributions from estates and trusts in which ORT AMERICA has an interest, and all annual dues and life membership payments collected thereby, shall be remitted directly to the National Office, with the exception that donations of under $100 must be reported to the National Office but may be retained for operating expenses by the Unit of Organization collecting such donation. All property of each Unit of Organization, including but not limited to, such Units of Organization’s books, records, funds and other assets, shall be the sole property of ORT AMERICA. At such times as ORT AMERICA may request in writing such property or any part thereof, such property shall be delivered to ORT AMERICA.

Section 5. Obligations of Units of Organization. No Unit of Organization may directly or indirectly obligate ORT AMERICA in any way without the prior written consent of the Board of Directors or an authorized committee or Officer. Unless otherwise provided for in these By-laws, or by resolution of the Board of Directors, no Unit of Organization or Officer thereof shall have any authority to execute financial instruments, leases of real and personal property, contracts or other legal instruments on behalf of or in the name of ORT AMERICA. All such instruments shall be remitted to the National Office for review and disposition.

Section 6. Audits. All Units of Organization that have gross annual incomes of such amounts as determined from time to time by the Board of Directors are required to have an audit of the books performed by a Certified Public Accountant. All Units of Organization with gross annual incomes of less than such amount set by the Board of Directors must submit reports prepared by the “review or compilation” method by an Accountant. All audits and reports shall be submitted to the Treasurer by February 28 for the previous fiscal year.

Article X: Conflict of Interest

The Board of Directors shall adopt a Conflicts of Interest Policy, and shall require that all Directors disclose in writing to ORT AMERICA, at least once a year, whether, to the best of their knowledge, any conflict of interest exists.

Article XI: Indemnification of Directors and Officers

ORT AMERICA shall indemnify its Directors and Officers from and against any and all loss and reasonable expense, including attorney’s fees, incurred in any action, suit or proceeding to which he or she is made a party by reason of the fact that he or she is or was a Director, Officer, employee or agent of ORT AMERICA, to the fullest extent authorized by, and consistent with, the provisions of the laws of the State of New York, including without limitation, the provisions of Section 721-727, inclusive, of the New York Not-for-Profit Corporation Law, provided that such Director or Officer is not adjudged liable for gross negligence or intentional misconduct in the performance of his or her duty in such action, suit or proceeding. ORT AMERICA is authorized to obtain appropriate insurance coverage to insure this liability.

Article XII: Fiscal Year

The fiscal year of ORT AMERICA and its constituent Units of Organization shall commence on January 1st of each year and end on December 31st, unless otherwise changed by the Board of Directors.

Article XIII: Amendments

Section 1. By the Board of Directors. The Board of Directors shall from time to time review the By-laws for compliance with law and by majority vote make such amendments as may be necessary to comply with relevant law.

Section 2. By the Annual Meeting. Amendments to these By-laws may be proposed by the following units:

a) The Board of Directors,

b) The Executive Committee,

c) The Governance Committee,

d) Any Unit of Organization, or

e) Any Member.

Proposed amendments shall be delivered to the Governance Committee at least two (2) months prior to the last regularly scheduled meeting of the Board of Directors preceding an Annual Meeting of Members. Such proposed amendment shall be provided to the Annual Meeting of Members for approval provided that such proposal has first been adopted by the Board of Directors by the vote of two-thirds (2/3) of the Directors. Once adopted by the Board of Directors, notice of such proposal will be provided to all members no less than ten (10) nor more than fifty (50) days prior to the Triennial Annual Meeting. A vote of two-thirds (2/3) of the members present shall be required for adoption.

Article XIV: Parliamentary Authority

Unless otherwise provided for in these By-laws or by action of the Board of Directors, the members or committee, the rules contained in “Robert’s Rules of Order, Newly Revised” as then in effect, shall govern the proceedings of the Annual Meetings of the Members, the Board of Directors and committees.