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Exhibit A
Chester Mendham Lacrosse,
a New Jersey Non-Profit Corporation
 
Amended & Restated By-Laws
 
 
ARTICLE I
General Provisions
 
Section 1. Name. The organization shall be known as Chester Mendham Lacrosse, a New Jersey Non-Profit Corporation (referred to in these Amended & Restated By-Laws (the “By-Laws”) as “CM Lax”).
 
Section 2. Fiscal Year. Except as from time to time otherwise determined by the Executive Board, the fiscal year of CM Lax shall be October 1st through September 30th of each year.
 
Section 3. Purpose: CM Lax exists to assist in providing to the children of the community – both boys and girls - the opportunity to learn the game of lacrosse in a safe environment that provides an opportunity for all players to develop skills and game knowledge. This objective will be taught in an environment of sportsmanship, teamwork, fair play and respect for authority.
 
Section 4. Affiliation. CM Lax will oversee the participation of its boys and girls teams in youth lacrosse leagues as approved from time to time by the Executive Board.
 
Section 5.  IRC Section 501(c)(3) Purposes.  CM Lax is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code.
 
Section 6.  Offices.  The principal office of CM Lax will be located at 22 Old Forge Road, Chester, NJ 07930.  CM Lax may have such other offices, either within or without the State of New Jersey, as the Executive Board may so designate.  The registered office of CM Lax will be 22 Old Forge Road, Chester NJ 07930.  The initial registered agent at the address will be Wayne Weeks.
  
ARTICLE II
Governance
 
Section 1. Governance. The Executive Board is vested with the governance of CM Lax. The Executive Board will consist of the following permanent positions: one (1) President; two (2) Vice Presidents (one representative from each of the boys and girls program); two (2) Secretary/Treasurers (one representative from each of the boys and girls program); and six (6) Voting Trustees (three representatives from each of the boys and girls programs). Each member will serve a one-year term.
 
The Executive Board will also include Non-Voting Trustees, who will include all head coaches of the youth teams of the boys and girls programs in the CM Lax program and two (2) Past Presidents (one representative from each of the boys and girls program).  The Executive Board will also include as non-voting members the current head coaches (“High School Coaches”) of the high school varsity lacrosse programs (presently West Morris Mendham High School).

 
Section 2. Voting. Members of the Executive Board entitled to vote must be present to vote. Voting Members of the Executive Board will include:
 
Vice Presidents
Secretary/Treasurers
Voting Trustees
 
The President will vote only in case of a tie.  Non-Voting Trustees, Past Presidents and the High School Coaches will not be entitled to vote unless otherwise determined by the Executive Board.
 
Each Member of the Executive Board that is entitled to vote will have one vote on each matter submitted to a vote.
 
Section 3.  Quorum; Actions of CM Lax.  The presence of a majority of members of the Executive Board entitled to vote will constitute a quorum for purposes of transacting business at any Executive Board meeting.  On any matter or proposal, the vote of a majority of members of the Executive Board entitled to vote and present at the meeting will be sufficient to constitute an act of the Executive Board.  Voting can be by voice or ballot as determined by the Executive Board.
 
Section 4. Annual Meeting. An annual meeting of the Executive Board (in addition to such other meetings as designated by the Executive Board from time to time) will be held in October or  November of each year (or at such other time as designated by the Executive Board). The primary purposes of the annual meeting will be to examine the financial condition of CM Lax, elect Executive Board members and to conduct such other business as the Executive Board deems necessary or appropriate.
 
Section 5.  Special Meetings. Special meetings of the Executive Board may be called by, or at the request of, the President or any two (2) voting members of the Executive Board.  The person or persons calling a special meeting will inform a Secretary/Treasurer of CM Lax of the information to be included in the notice of the meeting.

Section 6.  Notice. Written notice, which may be by email, of the annual meeting and any special meeting will be provided to all Executive Board members.  In the case of special meetings, the notice will describe the purpose of the meeting.  Whenever any notice is required to be given to any Executive Board member under these By-Laws or by law, a waiver thereof, whether provided before or at the meeting, by any member entitled to such notice, shall be deemed equivalent to the giving of such notice.  The attendance of a member of the Executive Board at a meeting shall constitute a waiver of notice of such meeting.

Section 7.  Action Without a Meeting; Telephonic Participation. Any action required by these By-Laws or by law to be taken at a meeting of the Executive Board, or which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the Executive Board members entitled to vote with respect to the subject matter thereof.  A verifiable email shall also constitute consent in writing.  Any or all Executive Board members may participate in a meeting of the Executive Board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other. 

 
Article III
Executive Board Responsibilities
 
Section 3. Responsibilities of the Executive Board.  The Executive Board will govern and administer the day-to-day operations of CM Lax and will have general control over all affairs of CM Lax.  The responsibilities of the Executive Board will include, but not be limited to the following:
 
a. Annually review and set dues for player participation.
b. Appoint Committee Chairpersons annually as needed.
c. Coach selection/development.  All head coaching assignments must be approved by the Executive Board.  The Executive Board may consider the advice of the Coaching Committee in connection with such assignments.
d. Oversee the financial affairs, budget and disbursements of funds and/or assets of CM Lax.
e. Such other matters as deemed necessary or appropriate by the Executive Board in accordance with these By-Laws and applicable law that is in furtherance of the purpose or mission of CM Lax.
 
 
Article IV
Officers

 
Section 1.  Officer Positions.  CM Lax’s officers (“Officer” or “Officers”) will be a President, one or more Vice Presidents, one or more Secretary/Treasurers and one or more Voting Trustees. The Executive Board may create additional Officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. The same person may not hold more than one office on the Executive Board.

Section 2.  Election and Term of Office. CM Lax’s Officers will be elected annually by the Executive Board.  Each Officer will hold office until a successor is duly selected and qualified. An Officer may be elected to succeed himself or herself in the same office.

Section 3. Removal. Any Officer elected or appointed by the Executive Board may be removed by a majority of the members of the Executive Board in its reasonable discretion.

Section 4.  Vacancies. The Executive Board may select a person to fill a vacancy in any office for the unexpired portion of the Officer’s term.  

Section 5.  President. The President is CM Lax’s chief executive officer.  He or she will supervise and control all of CM Lax’s business and affairs and will preside at all meetings of the Executive Board.  The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Executive Board authorizes to be executed.  However, the President may not execute instruments on CM Lax’s behalf if this power is expressly delegated to another Officer or agent of CM Lax by the Executive Board, these By-Laws, or statute. The President will perform other duties prescribed by the Executive Board and all duties incident to the office of President.

Section 6Vice President. When the President is absent, cannot act, or refuses to act, a Vice President will perform the President’s duties. When acting in the President’s place, the Vice President has all the powers of—and is subject to all the restrictions on—the President.  Vice Presidents will perform other duties as assigned by the President or Executive Board.  
 
Section 7.  Secretary/Treasurer. The Secretary/Treasurer will: (a) give all notices as provided in the By-Laws or as required by law; (b) take minutes of the meetings of the Executive Board and keep the minutes as part of the corporate records; (c) maintain custody of the corporate records and seal; (d) affix the corporate seal to all documents as authorized and as necessary; (e) have charge and custody of--and be responsible for-­all of CM Lax’s funds and securities; (f) receive and give receipts for moneys due and payable to CM Lax from any source; (g) deposit all moneys in CM Lax’s name in banks, trust companies, or other depositaries as these By-Laws provide or as the Executive Board or President directs; (h) write checks and disburse funds to discharge CM Lax’s obligations as provided by the Executive Board; (i) maintain CM Lax’s financial books and records; (j) perform other duties as assigned by the President or the Executive Board; and (k) perform all duties incident to the office of Secretary/Treasurer.  
 
 
ARTICLE V
Elections
 
Section 1.  Nominating Committee. The Executive Board may appoint a Nominating Committee in connection with elections.  In such event, the membership of the Nominating Committee shall be comprised of a maximum of three Executive Board Members approved by the Executive Board. The Nominating Committee shall:
 
a. Develop the slate of Executive Board members for annual election by the Executive Board.
b. Serve as focal point for the Executive Board to submit nominations for new potential nominees.
 
Section 2.  Position/Term Structure. All Executive Board Members are elected for a term of one year by vote of the Executive Board. Once elected, individuals will immediately assume the elected office. Committee Chairpersons are appointed for a term of one year, by the vote of the Executive Board.
 
Section 3.  Vacancies. Vacancies on the Executive Board shall be filled by appointment by the Executive Board to fill the remaining term.
 
 
ARTICLE VI
Committees
 
Section 1.  Committees. Committees are a key component to the effectiveness of CM Lax.  Committees may be formed for any specific purpose not contrary to the purpose of CM Lax.  All committee members will be appointed by the Executive Board and/or by the Committee Chairperson, as appropriate.  There will be six standing committees: Registration; Facilities and Operations (both boys and girls program committees); Scheduling (both boys and girls program committees); Softgoods; Coaching; and Events.  In addition to the standing committees, there can be as many additional committees as deemed necessary by the Executive Board. Each committee chairperson will be appointed and dissolved by a vote of the Executive Board on as
as-needed basis.  Each committee chairperson is responsible for executing the designated responsibilities and reporting to the President and Executive Board all findings and fulfillment of their duties at each regular meeting as needed.  A person may be appointed to more than one Committee. Committees may be co-chaired.
 
 
Article VII
Transactions of CM Lax; Indemnity; Insurance
 
Section 1. Contracts. The Executive Board may authorize any Officer or agent of CM Lax to enter into a contract or execute and deliver any instrument in the name of, and on behalf of CM Lax. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.  

Section 2.  Deposits. All of CM Lax’s funds will be deposited to the credit of CM Lax in banks, trust companies, or other depositaries that the Executive Board selects.  

Section 3.  Gifts. The Executive Board may accept, on CM Lax’s behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of CM Lax.  The Executive Board may make gifts and give charitable contributions not prohibited by these By-Laws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain CM Lax’s federal and state tax status.  

Section 4. Indemnification. The Executive Board, its members, all Officers, any coaches and any other agents or representatives of CM Lax will be indemnified by CM Lax to the fullest extent permissible under the laws of New Jersey.
 
Section 5.  Insurance. The Executive Board may authorize the purchase and maintenance of insurance on behalf of any agent of CM Lax (including a member of the Executive Board, Officer, employee, coach or other agent of CM Lax) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not CM Lax would have the power to indemnify the agent against such liability under these By-Laws or provisions of law.
 
Section 6.  Reimbursement for Expenses. Members of the Executive Board receive no compensation other than for reasonable expenses, which shall be approved in advance.  A member of the Executive Board may be reimbursed for monetary expenses incurred by said member arising out of or during the course of faithful discharge of his or her duties as a member of the Executive Board. 
 
ARTICLE VIII
Amendments
 
Section 1.  Amendments. These By-Laws may be amended, repealed or altered in whole or in
part by a majority vote of the Executive Board at any duly scheduled meeting.
 
ARTICLE IX
Dissolution
 
In the event of the dissolution of CM Lax, after payment of any and all just debts and liabilities, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the 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.  Any dissolution of CM Lax shall be in accordance with the applicable provisions under Section 501(c)(3) of the Internal revenue Code, and amendments and successor provisions thereto, and any applicable laws of the State of New Jersey.
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