BYLAWS Of

THE RIDGE HIGH FENCING ASSOCIATION

Article I. Name

The name of this Association is the "Ridge High Fencing Association.' The Association is a non-profit, unincorporated association of parents and friends of the Ridge High School Fencing Team.

Article II. Purpose and Objectives

The purpose of the Association is to assist, support and promote the Ridge High School Fencing Team through all reasonable and appropriate means. To accomplish this purpose, the Association shall have the following objectives:

Raise money through membership dues, special solicitations for donations and other appropriate methods so as to provide funding for the Ridge High Fencing Team.

Assist in the recruitment of prospective fencing team students, and encourage and support the current fencing team, all in cooperation with the Ridge High Athletic Director and the fencing team Coach.

Support and implement, insofar as is within the Association's power, the work, policies, and objectives of the Athletic Director and Coach.

Foster and maintain cordial working relationships with the administrative staff of Ridge High School and the Bernards Township Board of Education.

Article III. Membership

Section 3.01. Membership in the Association is open to all friends and supporters of the Ridge High School Fencing Team. There shall be two (2) classes of membership: (1) Regular Membership and (2) Honorary Membership. A Regular Member of the Association is any person who has paid the yearly dues set at the annual meeting. An Honorary member of the Association is any person who, upon recommendation of the Board of Directors, is publicly recognized and confirmed by affirmative vote of the general membership to be an Honorary Member. It is expected that a person recognized as an Honorary Member generally shall be an individual who has made a special or unique contribution (not necessarily financial) to the Fencing Team or to the Association, or whose extraordinary dedication to the purposes and objectives of the Association is deemed worthy of special recognition and honor. An Honorary Member shall have no obligation to make any financial contributions to the Association as a condition of membership. Regular membership in the Association shall be restricted to natural persons only. Only Regular Members shall be entitled to vote at general meetings of the Association.

Section 3.02. Annual Meeting. The general membership of the Association shall meet annually on the first Monday of October at a place and an hour made known to the membership via email. No further notice of the annual general membership meeting shall be necessary or required. The membership shall elect officers and address any other issues presented to them by the board of Directors. Unless otherwise provided in these Bylaws, decisions of the general membership shall be by simple majority vote.

Section 3.03. Special Meetings. Special meetings of the general membership may be called by the president or by a majority of the members of the Board of Directors upon email notice sent to all then-current members of the Association, which notice shall be given not more than sixty (60) days nor less than ten (10) days in advance of any special meeting.

Section 3.04. Quorum. Twenty percent (20%) of the then-current members in good standing shall constitute a quorum at any annual or special meeting of the general membership.

Section 3.05. Contributors other than members. The Association encourages financial contributions in any amount. The Association may accept contributions from any person and from any source, regardless of whether the contributor requests, expects or declines to be come or remain a member, and regardless of whether the dollar amount of the contribution qualifies the giver for membership in the Association. Non-member contributors shall be welcome to attend any meetings of the Association, but non-members shall not be entitled to vote or otherwise participate in the business of the Association.

Section 3.06 Period of Membership. The period of regular membership will extend from October 1 through September 30th. Memberships will become active upon the date of dues receipt by the Treasurer, regardless of that date, and will extend until the following September 30^th.

Article N. Governance

Section 4.01 Board of Directors. Except as otherwise specifically provided in these Bylaws or required by law, the business and affairs of the Association shall be conducted by the Board of Directors, all member of which shall be members in good standing of the Association. The Board of Directors shall have the power and authority to act for and on behalf of the Association in all matters not specifically reserved in these Bylaws to the general membership. The Board of Directors shall consist of the following positions, each of which shall have one (1) vote, and each of which shall hold office for one (1) year:

President

Vice-President

Secretary

Treasurer

Three (3) Directors appointed by the President.

The Board of Directors is empowered to remove from office any officer or any member of the Board of Directors for malfeasance in office or for any willful action detrimental to the interests of the Association, the Fencing Team or Ridge High School. Three members of the Board of Directors shall constitute a quorum for the undertaking of any and all business. Decisions of the Board, except for the removal of an officer or member of the Board of Directors, are effective upon the affirmative vote of a simple majority of the Board members present at any meeting. Removal of an officer or member of the Board of Directors shall require a three-quarters majority of the entire Board. A vacancy in the office of Vice-President, Secretary or Treasurer shall be filled by the President by appoint for the unexpired term of office. A vacancy in the office of President shall be filled by the Vice-President.

Section 4.02. President. The President of the Association shall be elected by the general membership of the Association at the annual October meeting to a one (1) year term. The President shall be the principal spokesperson for the Association and shall represent the Association in all dealing with the membership, the Fencing Team, the Bernards Township Board of Education and the public. The President shall preside at all meetings of the Association and the Board of Directors. The President shall appoint the Chairs of all standing and ad hoc committees.

Section 4.03. Vice-President. The Vice-President of the Association shall be elected by the general membership of the Association at the annual October meeting to a one (1) year term. The VicePresident shall perform the duties of the President in his or her absence and any and all such additional duties as may be prescribed by the president or the Board of Directors.

Section 4.04. Secretary. The Secretary of the Association shall be elected by the general membership of the Association at the annual October meeting to a one (1) year term. The secretary shall (a) keep a complete record of all actions taken at meetings, to include date, time, place and number of members and guests present, and all motions made, by whom made and by whom seconded; (b) shall read the minutes of the previous meeting for correction and approval; and (c) shall handle all Association correspondence.

Section 4.05. Treasurer. The Treasurer of the Association shall be elected by the general membership of the Association at the annual October meeting to a one (1) year term. The Treasurer shall (a) receive and have custody of all funds for the Association; (b) maintain records of account subject to audit; (c) disburse funds with checks signed by the treasurer and one other officer of the Association; (d) have custody of the master list of membership; and (e) submit a complete financial report at the annual meeting of the general membership in October.

Section 4.06. Compensation. No officer member of the Board of Directors or any member of the Association shall be entitled to demand or receive any monetary compensation for any service rendered to the Association.

Article V. Committees

Section 5.01. Standing Committees. The Association shall have six (6) standing committees: (1) Equipment Committee; (2) Events Committee; (3) Fund-Raising Committee; (4) Membership Committee; (5) Nominating Committee; and (6) Publicity Committee. The membership of each committee is limited to current members of the Association in good standing. The standing committees of the Association shall be composed of not fewer than two (2) members.

Section 5.02. Equipment Committee. The Equipment Committee shall maintain a master list of all fencing equipment owned by the Association and shall inventory Association equipment at the beginning and end of the fencing season. The Equipment Committee shall make recommendations to the Board of Directors for fencing equipment to be purchased or rented for the upcoming fencing season.

Section 5.03. Events Committee. The Events Committee shall plan and implement all events sponsored by the Association, including specifically an annual end of season dinner and a swap meet at the beginning of the season if approved by the Board of Directors.

Section 5.04. Fund-Raising Committee. The Fund-Raising Committee shall plan and help organize fund-raising activities to be undertaken by the Association.

Section 5.05. Membership Committee. The Membership Committee shall be responsible for preparing a packet of information to be sent to potential new members which will acquaint them with how a parent-funded sports team operates and provides them with information on equipment purchases.

Section 5.06. Nominating Committee. The Nominating Committee shall present to the general membership at each annual meeting the name(s) of not less than one eligible and willing candidate for election to each of the Association offices.

Section 5.07. Publicity Committee. The Publicity Committee shall assist the President of the Association and the Ridge High Athletic Director in publicizing the fencing team to the high school student population and the community at large. This may include articles and notices of meetings in the Bernardsville News, fliers posted at the high school and announcements at the high school. The Publicity Committee shall also endeavor to acquaint 8th grade students at William Annin Middle School with fencing opportunities available at the high school.

Section 5.08. Ad Hoc Committees. The President may appoint such ad hoc committees as he or she may deem advisable or as directed by the Board of Directors, to address specific needs outside the normal scope of the work of the standing committees. Each ad hoc committee shall exist only so long as is necessary to complete the specific task assigned to it and shall make a final report of its actions, together with any recommendations, to the Board of Directors at the conclusion of its work. The Board of directors shall accept, reject, or take under advisement any report of an ad hoc committee, or report any findings or recommendations of an ad hoc committee to the general membership.

Article VI. Matters Reserved to the General Membership

Section 6.01. Pursuant to Section 4.01 hereof, the Board of Directors shall have full and complete power and authority with regard to the management of the affairs of the Association, excepting the following particular matters, the authority for which hereby is expressly reserved to the general membership as a whole:

(a) Amendment of these Bylaws may be accomplished only by the affirmative vote of two-thirds (2/3) of members present and entitled to vote at any annual or special meeting of the general membership as a whole. Notice of the intent to present a proposed amendment to these Bylaws shall contain a summary of the proposed amendment and shall be emailed to all then-current members of the Association not more than sixty (60) days nor less than ten (10) days prior to the meeting at which the proposed amendment is to be presented for a vote. A full and complete copy

of the text of the proposed amendment itself shall be made available for the review and inspection of any member present at the commencement of the meeting, sufficiently in advance of any vote so as to allow every member wishing to do so time to read, discuss and consider the merits of the proposed amendment.

(b) Dissolution, disbanding, or other change in the basic structure of the Association, including but not limited to the incorporation of the Association or any other change in its legal status, may be accomplished only by a three-quarters (3/4) vote of the general membership present and entitled to vote. Notice of the proposed change shall be the same as required for amendment of the

Bylaws set forth above.