Red Bank Middle School Athletics Foundation


Bylaws



Article 1 – Name

The name of this nonprofit organization shall be the Red Bank Middle School Athletics Foundation (RBMSAF).

Article 2 – Purpose

The purpose of the RBSMAF is to encourage and promote athletic and recreational activities for the youth of the Red Bank Middle School.

Article 3 – Office

The principle office of the RBMSAF shall be located on the campus of the Red Bank Middle School or such other places as may be from time to time designated by the Board of Directors.

Article 4 - Membership

Membership of the RBMSAF shall be comprised of any person interested in the athletic activities sponsored by the RBMSAF; in accordance with the membership fees set forth by the Board of Directors. The secretary will maintain a current membership. This membership list will not be sold or used for any solicitation purposes. It will only be used if needed to notify members of an upcoming sports registration or any announcement approved by the board.

Article 5 – Officers and Board of Directors

Section 1: Number of officers. The officers of the RBMSAF shall consist of a President, Vice President, Secretary and Treasurer. The Superintendent, Principal, and/or any members of the Board of Education will serve as Board of Education liaisons.

Section 2: Elections and Terms. The officers of the RBMSAF shall be elected by all members in good standing. The election shall be held at the general membership meeting in April. Each officer shall hold office for a period of one year or until death, resignation, retirement, removal, disqualification or a successor is elected and qualifies. A duly appointed nomination committee consisting of no more than five (5) members in good standing appointed by the President and approved by the Board of Directors shall make nominations for officers. The officers shall assume their duties June 1st.

Section 3: President. The President shall be the principle officer and shall supervise all business and affairs of the RBMSAF, and preside at all meetings of the membership and board of directors. The President shall be an ex-officio member of all committees except the Nominating committee.

Section 4: Vice President. The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall also perform duties as assigned by the President and/or Board of Directors.

Section 5: Secretary. The Secretary shall record the minutes of all meetings of the membership and the Board of Directors. The Secretary shall maintain a roll of members with addresses, telephone numbers, and email addresses. The Secretary shall take attendance at each meeting. The Secretary shall have available for reference at all meetings a copy of the Bylaws and a list of officer and committee chairpersons.

Section 6: Treasurer. The Treasurer shall have charge of all the monies and securities belonging to the RBMSAF. The Treasurer shall deposit said property with such bank as the Board of Directors shall designate and in the name of the RBMSAF. The Treasurer shall control the records of all receipts and disbursements, and shall have charge of all records of the RBMSAF relating to its finances and shall cause funds to be distributed in accordance with the orders of the Board of Directors insuring that the proper vouchers are taken for such disbursements and shall perform such other duties as are incident to the office of Treasurer, and shall have such other powers and duties as may be conferred upon them by the Board of Directors. All disbursements, e.g., checks, shall require a dual signature, consisting of the treasurer along with a second signature of the presiding President. All disbursements shall require prior approval of the Board of Directors. The Treasurer shall prepare a financial statement to be presented at each meeting. The Treasurer will submit to an annual audit by an objective outside agency each year.

Section 7: Vacancy. In the event of a vacancy in any office, the Board of Directors shall appoint to fill that office for the unexpired term, should they choose.

Article 6 – Directors

Section 1: General Powers. The business and affairs of the RBMSAF shall be managed by the Board of Directors, who shall determine the policies and activities of the organization within the confines of the stated purpose of the organization contained in the Bylaws.

Section 2: Number and Terms. The Board of Directors shall consist of elected officers and the immediate Past President, with the Principal serving as the Board of Education liaison. At the discretion of the Board of Directors, it shall also include up to two Red Bank Middle School students, designated by the Principal, to serve as non-voting members. There shall be no more than six voting members. The Board shall submit to the membership a proposed annual budget, a schedule of events and a statement of the needs of the organization and the various athletic needs in a timely manner and as needed. The Board shall administer the activities of the organization between meetings. The Board shall prepare the agenda for each membership meeting. Each member shall hold office for a period of one year or until death, resignation, retirement, removal, disqualification, or a successor is elected and qualifies.

Section 3: Quorum. Fifty (50) percent of the members of the Board shall constitute a quorum for the transaction of business.


Section 4: Meetings.
Meetings shall be set forth by the Board of Directors. Meetings of the Board of Directors shall be held monthly. In addition, the President, acting President or the Secretary may, whenever they deem it advisable call a special meeting of the Board. Notice of all meetings must be given three (3) days in advance. In addition to members of the Board of Directors, its meetings may, at the discretion of the Board, also include invited guests (e.g., members of the Board of Education, Borough Council members, and committee chairpersons).

Section 5: Compensation. The Directors shall serve without compensation for their service. The Board shall not be empowered to lend money or property on any Director, officer, or employee of the organization.

Article 7 - Meeting and Quorum

Section 1: Meetings. The general membership meeting shall be held quarterly on the campus of the Red Bank Middle School or at a place as may be designated from time to time by the Board of Directors.

Section 2: Quorum. A quorum for the membership meeting of the organization to conduct business or election shall be a majority of those present.

Article 8 – General Provisions

Section 1: Fiscal Year. The Fiscal year of the RBMSAF shall be a year ending June 30th.

Section 2: Amendments. The Bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of two/thirds (2/3) majority of the members present at any Board of Directors meeting provided however, no amendment, alteration or recession shall be made to Article 10 of these Bylaws as it related to the prohibition against the sharing of earnings and the distribution of assets. However, before any amendment shall be voted upon, it must have been presented at the previous Board of Directors meeting.

Section 3: Rules of Order. The rules contained in “Roberts’ Rules of Order” shall govern the RBMSAF in all cases in which they are applicable and in which they are not inconsistent with the Bylaws.

Article 9 - Standing Committees

The following standing committees, each comprised of at least three people, shall be appointed by the President with the approval of the Board of Directors. The committee members shall elect their own chairpersons. The Standing Committees are:


Finance Committee:
This committee shall have for its primary function to oversee the financial affairs of the foundation and make recommendations to the Board of Directors on all finance-related matters.

Membership and Nominating Committee: This committee shall have for its primary function membership recruitment, collection of dues and maintenance of accurate records of membership along with the Secretary. It shall also, on an annual basis, make nominations for officers for the RBMSAF.

Community Relations and Marketing Committee: This committee shall publicize the membership meetings and all projects; including spring, winter and fall sign ups; fundraising activities and other events and/or activities sponsored by the RBMSAF.

Fundraising Committee: This committee shall have for its primary function the planning and executing of events and ongoing activities intended to raise funds for the organization.

Athletics Committee: This committee shall plan, oversee and coordinate all activities pertaining to all Red Bank Middle School teams. Subcommittees shall be formed on a seasonal basis to direct activities specific to each team. Subcommittees may include (but not be limited to):

Soccer Committee:
The Soccer Committee will be responsible for the overall management of the boys and girls soccer program to include representing RBMSAF at all league meeting, receive and distribute all soccer equipment, all game day preparations, payment of officials, ensuring staffing of all gate and distribution of current league schedule.

Basketball Committee:
The Basketball Committee will be responsible for the overall management of the boys and girls basketball program to include representing RBMSAF at all league meeting, receive and distribute all basketball equipment, all game day preparations, payment of officials, ensuring staffing of all gate and distribution of current league schedule.


Baseball & Softball Committee:

The Baseball and Softball Committee will be responsible for the overall management of the baseball and softball programs to include representing RBMSAF at all league meeting, receive and distribute all baseball and softball equipment, all game day preparations, payment of officials, ensuring staffing of all gate and distribution of current league schedule.

Track Committee:
The Track Committee will be responsible for the overall management of the track program to include representing RBMSAF at all league meeting, receive and distribute all track equipment, all game day preparations, payment of officials, ensuring staffing of all gate and distribution of current league schedule.

Article 10 - Prohibition Against Sharing Earnings

No Officer or employee of or member of a committee of or person connected with the RBMSAF, or any other private individual shall receive at any time any of the net earnings or profit from the operations of the organization, provided this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the organization in affecting any of its purposes as shall be fixed by the Board, and no such person or persons shall be entitled to share in the distribution of any of the organizations assets up the dissolution of the RBMSAF. Upon the dissolution or winding up of the affairs of the RBMSAF, whether voluntary or involuntary, the assets of the organization, after all debts are satisfied, the remaining in the hands of the Board shall be distributed, transferred, conveyed, delivered and paid over, in such amounts upon the application of the Board, exclusively to charitable, religious, literary, or educational organization which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Article 11 - Prohibition Against Non Charitable Actions

No Directors, Officers, or employee of the RBMSAF shall take any action or shall fail to set in such manner as to result in a violation of the laws of New Jersey or the loss of status as a charitable organization under the current interpretation of Section 501 (c) (3) of the Internal Revenue Code.


Article 12 - Dissolution


Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.