BY-LAWS OF YESHIVA HIGH SCHOOL, INC. Adopted July 6.

1970 Amended May 26, 1992 Amended May 21, 2000 Amended May 25, 2005 (Effective September 1, 2005) Section I - Name and Mission A. The legal name of the Corporation is Yeshiva High School, Inc. (hereinafter called Yeshiva), and is also known and operates as Yeshiva Atlanta High School. B. The affairs of Yeshiva shall be governed by the Board of Trustees (hereinafter called the Board). The Board is a self-perpetuating entity charged with the strategic, long-term protection and strengthening of the financial, physical, and programmatic assets of the school. The Board means all Officers and Trustees that are currently serving in such capacities as well as those elected to such positions hereafter. C. The Mission of Yeshiva is to be a Modern Orthodox high school that offers a well-rounded Torahbased college preparatory education to young Jewish men and women. Yeshiva embraces the ideals of Ahavat Yisrael, the love of all Jews, and the significance of Medinat Yisrael, the State of Israel. Yeshiva operates as a non-profit corporation. Section II - Officers. Trustees and Advisory Council A. The Board shall consist of: 1. No less than ten (10) and no more than twenty-five (25), including 2. 3 All officers of Yeshiva, and The Two (2) immediate Past Presidents (including the Parliamentarian), and

4. Up to four (4) persons appointed by the President to serve a one (1) year term and, B. Trustees who have served Yeshiva with eminent distinction, whose continued assistance and expertise are sought by the Board, and who are anxious to remain involved with Yeshiva may be elected by a majority of the Board as Honorary Trustees. Honorary Trustees shall be elected for a one-year term, may be re-elected without limit, are non-voting, and are in addition to the abovestated maximum number of Trustees. C. The Board of Trustees shall exercise general oversight of the management of the business and property of Yeshiva; to guide the character, advocate the mission and culture of Yeshiva; to establish overall policies for the School; to assure the financial stability of Yeshiva; and to cause the policies adopted by the Board to be effectively implemented. The responsibilities of the Board include, but are not limited to: 1. Engage in strategic planning 2. Set and implement policy consistent with the strategic plan
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3.

Employ and evaluate the Headmaster

4. Review, and modify if appropriate, the Mission Statement no less often than ten (10) years after the most recent review and/or modification. D. The officers of Yeshiva, who shall be elected for a one (1) year term commencing from the date of election, shall be as follows: 1. President: The President shall preside at all meetings of the Corporation and of the Board and shall serve as chair of the Executive Committee. He shall perform such other duties as may be prescribed by the Board and as are customary in such position. The President shall not succeed himself for more than two consecutive terms for a total of three consecutive one year terms. Vice President: Vice President may call meetings and preside in the absence of the President. In the event that the President is unable to complete his term of office, the Vice President shall serve as interim President. The Vice President shall be responsible for strategic planning and shall perform such additional duties as the President may direct. Treasurer: The Treasurer shall exercise general supervision of the finances, books and accounts of Yeshiva and shall supervise all receipts, books or accounts of Yeshiva as well as keeping true and accurate records. He shall make such periodic reports to the Board and as the board may require. The Treasurer shall serve as the chairman of the Finance Committee and shall perform such additional duties as the President may direct.

2.

3.

4. Secretary: The Secretary shall keep a true and accurate record of the proceedings of Yeshiva and of the Board, shall handle all official correspondence on behalf of Yeshiva and shall perform such other duties pertaining to the office as may be required by the President and/or the Board. 5. Parliamentarian: The Parliamentarian shall rule on all disputed procedural questions arising at any meeting held by Yeshiva and shall be governed by the current edition of Robert's Rules of Order. The immediate past President will automatically serve as Parliamentarian. The Parliamentarian shall perform such additional duties as the President may direct. E. Advisory Council: The President shall have the power to appoint an Advisory Council, consisting of such persons as the President may consider appropriate, but the members of such council shall have no vote in the affairs of Yeshiva by reason of their membership thereon. No Officer or Trustee shall receive any form of compensation for his/her services to Yeshiva, but shall be entitled to reimbursement for reasonable and necessary expenses actually advanced by them on behalf of Yeshiva. No Trustee shall serve for longer than two (2) consecutive three (3) year terms. This term limit shall take effect with the approval of these Bylaws. Trustees who resign or are removed because they have served the limit of their terms, may be re-elected to the Board after a one (1) year break in service.
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F.

G.

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Section III - Nomination and Election of Board of Trustees A. Not later than August 31 after the adoption of these by-laws, an election shall be held at which five (5) persons shall be elected for one (1) year terms, and the same number of persons for two(2) and three (3) year terms respectively. Each year, at a Board meeting held between June and August, an election shall be held to fill the positions of those Trustees whose terms have expired, who shall then serve for a three year term, unless they replace a Board member whose unexpired term was less than three years. At the discretion of the President with the consent of the Committee on Trustees, Trustees may be removed from the Board should they fail to fulfill their responsibilities as Trustees. B. C. The Committee on Trustees shall nominate candidates for all Officers and for the Board. The names of such nominees shall be distributed to the Board at least ten (10) days prior to the meeting at which the election is to be held. The Board shall have the authority to fill all vacancies due to death, resignation or inability to serve, until the next annual election. Section IV - Meetings of Board of Trustees A. The Executive Committee shall establish and publish the schedule of regular Board meetings for the upcoming year prior to August of each year. Special meetings of the Board for any purpose may be scheduled by the President or upon the request of five (5) Board members. No less than five (5) days notice shall be given to members of the Board for all meetings. Fifty percent (50%) of the Board shall constitute a quorum for the transaction of business. Should a quorum not be present, those in attendance shall have the power to adjourn the meeting until such time as a quorum can be obtained. The Board may permit one or all Officers and Trustees to participate in a regular or special meeting of the Board by the use of any means of communication by which all Officers and Trustees may hear each other simultaneously during the meeting. An Officer or Trustee participating in this manner shall be deemed to be present in person at the meeting. Section V - Finances A. Yeshiva shall derive its income from tuitions, dues, donations, grants, special events, bequests, legacies and any other source approved by the Board and not inconsistent with these By-Laws, including the mission statement set forth above, as they may be amended from time to time. Two signatures, one of which must be either the President or the Treasurer, and one which may be the Headmaster, or administrative head of the school, or another Officer, shall be
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D.

B.

C. D.

E.

B.

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required on all checks or withdrawals from Yeshivas bank accounts; except that the benefit of any of them payable to him/her self or family or for any type of expenses or reimbursements. C. Yeshiva shall adopt a balanced budget for each fiscal year, which shall be approved by the Board. In the event that a deficit budget is presented for any fiscal year, its approval shall require a two-thirds majority vote of all of the members of the Board. There shall be an annual independent audit, review or compilation of the accounts of the Corporation. A true and complete copy of said audit, review or compilation shall be made available to each member of the Board no later that at the Board meeting immediately subsequent to its having been issued. Section VI - Endowment Committee A. The Endowment Committee shall be composed of three members of which there shall be a Chairman. The Endowment Committee shall be appointed by the Executive Committee and the members of the committee shall serve until such time as successors are appointed. Each of the members shall be recommended by the President and approved by the Executive Committee, and be independent of Yeshiva. For purposes of this paragraph, Independent means that neither he nor an immediate family member has a direct relationship with Yeshiva as faculty, staff, or other employment, student, or Board member. The President and Headmaster shall serve as non-voting ex-officio members of the Endowment Committee B. The purpose of the Endowment Committee is to manage and administer the Endowment Fund of Yeshiva, and shall be responsible for the control of assets, management of funds, and disbursement of proceeds from the Endowment Fund for the benefit of Yeshiva and its activities. C. All monies and/or other property when specified as an endowment and received by Yeshiva, or otherwise so designated by the Board, shall be transferred to the Endowment Committee. No monies or properties received with restrictions attached or about which the Committee is in doubt shall be accepted without the prior approval of the Board. D. Any gifts of real property shall be maintained in the name of the Yeshiva Atlanta Endowment Fund. E. All endowment funds shall be maintained separately from other funds of Yeshiva and under the direct control of the Committee. F. The Committee shall see that all funds received for its purposes are invested in such form as to provide maximum income consistent with reasonable safety, provided that the Committee shall be authorized to retain gifts in their original form for such reasonable length of time as may be necessary until a more suitable investment can be made. Neither the Committee nor any member thereof shall be liable for any losses of endowment funds or property where the same has been handled with reasonable care and in good faith. Nothing in these provisions shall require the Committee to handle gifts in any manner contrary to any restriction imposed on such gifts by the donor.

D.

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G. All expenditures and transfers of funds or other property under the Committee's direction shall require the signature of the Chairman and one member of the Committee or if the Chairman is unavailable then the signatures of both remaining members of the Committee shall be required. H. The earnings (other than capital appreciation which shall be deemed to be corpus) from such funds or property shall be paid over to the general fund of Yeshiva as and which same are available, except as may be otherwise provided by the terms under which the money or property may have been received. The Committee shall be responsible for administering any funds or property which have been received subject to restrictions as to the handling thereof and the disposition of the income therefrom. I. The Committee shall be empowered to sell, assign, convey or otherwise dispose of any real property under its control without prior written approval by resolution of the Board. J. The Committee shall meet at least once annually and at such other intervals as the Chair shall direct, or upon petition of two (2) members of the Committee. The business of the Committee shall be recorded and kept in a permanent record book. The Committee shall make a full report of its activities, gifts received, disbursements made, and the status of all property under its control to the Board at least twice annually. K. Unless otherwise prohibited by the donor, any corpus (including all capital appreciation) may be loaned to Yeshiva by the Committee. Such loans require the unanimous approval of the Endowment Committee, and an affirmative vote of sixty-five (65%) of the members of the Executive Committee. Further, any loans received by Yeshiva from the Endowment Fund must be reported in writing to the Board within five (5) business days. Section VII - Committees A. The Executive Committee, in the interim between Board meetings, shall govern the affairs of Yeshiva. All decisions of the Executive Committee shall be subject to ratification by the Board, except that any action by the Board shall not affect the rights of third parties in this respect. (i) A meeting of the Committee may be called by the President or on the request of at least four (4) members of the Executive Committee. A quorum shall consist of at least four (4) members.

(ii)

(iii) The Executive Committee shall be composed of the President (as Chairman), Vice-President, Treasurer, Secretary, Parliamentarian (immediate past president), one additional member from the Board recommended by the Committee on Trustees, and at the President's discretion, no more than two (2) additional members chosen from the Board. Rabbi Emanuel Feldman shall be an honorary secretary and permanent non-voting member of the Executive Committee. B. The President shall appoint the Chair of the following committees: Finance, Headmaster Review , Facilities, Personnel, Fundraising, Committee on Trustees, and other such Committees as deemed necessary. The Chair of such committees shall select the members thereof, in consultation with the President. The President shall be an ex-officio member of all committees.
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C.

Each committee shall be composed of a minimum of three (3) members; no member shall serve on more than three (3) standing committees. Special or ad hoc committees shall be appointed by the President at his discretion as the need may arise. All Committees shall be directly responsible to the Board. The Headmaster or his designee shall be an ex-officio member of all Committees other than the Headmaster Review Committee. The Officers are expected to serve as a Chair or ex officio member of the committees that are related to their portfolio of responsibility or as designated by the President and/or the Executive Committee. The duties and function of the standing committees shall be as follows: 1. The Finance Committee shall be responsible for submitting a budget to the Executive Committee, thirty (30) days prior to the deadline as required for the planning and allocation process of the Jewish Federation of Greater Atlanta, auditing accounts, and such other matters pertaining to finances as the Board and/or the President may delegate to it.

D.

E. F.

G.

H.

2. The Headmaster Review Committee, shall consist of no more than five (5) members. In concert with the Headmaster, the Committee shall identify annual major objectives, each of which clearly advances the planning and operations of Yeshiva, or documents and/or corrects perceived operation-level weakenesses or problems. The Committee shall review the Headmasters performance no less frequently than once a year, or as directed by the President or Board, and shall provide a report to the Executive Committee at least annually. 3. The Facilities Committee shall supervise the care of buildings and of the grounds used, owned or leased by Yeshiva and shall recommend necessary repairs and improvements, coordinate capital improvements, and provide strategic input regarding facilities with a view to the safety and comfort of the users thereof and the long-term needs of Yeshiva. This Committee shall also consult with the Executive Committee and make recommendations regarding leasing of portions of Yeshivas facilities to third parties as and when necessary and appropriate. 4. The Personnel Committee shall make recommendations to the Board concerning policies with respect to the conditions of faculty and staff employment, benefits for employees, and other matters affecting school employee relations.

5. The Fundraising Committee, in cooperation with administration and staff, shall develop and implement fundraising initiatives intended to meet the operating, capital, and endowment goals of Yeshiva. 6. The Committee on Trustees shall be responsible for the development of lay leadership of Yeshiva. This includes, but is not limited to identification and development of potential Officers
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and Trustees, Board training and development, and the nomination of a slate of Officers and Trustees for election on an annual basis. Section VIII - Headmaster 1. The Headmaster shall function as the Chief Executive Officer of Yeshiva, and is employed by and at the discretion of the Board of Trustees. The roles and responsibilities of the Headmaster shall include, but not be limited to, the following: A. Advocate, implement and have overall responsibility for the educational and business operation of Yeshiva in accordance with the Mission of Yeshiva, and in compliance with the annual budget approved by the Board Recruit, hire, supervise, develop, and release faculty and staff Develop and communicate a clear set of expectations for every faculty and staff person Recruiting, enrolling, and dismissing students Present reports to the Board when so requested, but not less than annually Address, with appropriate rabbinic leadership, issues of Jewish law and philosophy that arise pertaining to the educational and spiritual environment of Yeshiva Attend all meetings of the Board and the Executive Committee, except those discussions involving the Headmasters employment, contract, or other such matters at the discretion of the President, Board, or Executive Committee. Represent Yeshiva to the community Bring such matters to the attention of the Board as are appropriate to keep the Board fully informed to meet its responsibilities. To perform such other functions as set forth within his contract of employment with Yeshiva.

2.

B. C. D. E. F. G.

H. I. J.

3. In the event of a permanent vacancy in the position of Headmaster, the Board shall elect a replacement from one or more candidates submitted for consideration by a special Search Committee appointed by the President. An affirmative vote of sixty-five percent (65%) of the Board is required for appointment. 4. A decision not to renew the Headmasters contract, or to terminate the services of the Headmaster requires a sixty-five percent (65%) vote of those Trustees present at a regular or special meeting of the Board provided due notice of the contemplated action is given. Section IX - Fiscal Year The fiscal year of Yeshiva shall begin on July 1 and end on June 30 of each year. Section X - Indemnification Yeshiva shall to the fullest extent permitted by law indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of being a Director, Trustee, employee or volunteer worker of or for Yeshiva, against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in conjunction with
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such action, suit or proceeding, including any appeal thereof, if the Officer, Trustee, employee or volunteer acted in good faith and in a manner reasonably he believed to be in or not opposed to the best interests of Yeshiva, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Yeshiva may purchase or procure insurance on behalf of any person who is or was an Officer, Trustee employee, or volunteer of or for Yeshiva against any liability asserted and incurred in such capacity. Section XI - Corporate Seal The Board shall prescribe a corporate seal for Yeshiva, which shall be kept in the possession of the Secretary.

Section XII - Miscellaneous The words he, his, and him, when used throughout these By-Laws shall connote she, or her(s), whenever applicable. Section XIII - Amendment Amendments to these By-Laws may be made upon recommendation to the Board provided that:

1.

Copies of the proposed amendments are sent to all Trustees at least two (2) weeks prior to the meeting at which they are to be voted on, and All amendments must be approved by a two-thirds majority of those present at the meeting at which they are to be voted on.

2.

ADOPTED this 6th day of July 1970. And AMENDED this 25th day of May, 2005 And effective the 1st day of September, 2005. _________________________________ Marsha Spector, President

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