BY-LAWS

SOUTH JERSEY BOYS BASKETBALL LEAGUE, INC. (“SJBL”)

DEFINITIONS

1. “Board” means the Board of Directors or the group of persons vested with management of the business and affairs of the SJBL irrespective of the name by which the group is designated.

2. “Board Committee” or “Committee” means a body created by resolution of the Board whose members are appointed by the Board and whose functions are designated by the Board.

3. “By-Laws” means the code of rules adopted for the regulation or management of the affairs of the SJBL.

4. “Certificate of Incorporation” means the Certificate of Incorporation filed by the SJBL with the New Jersey Department of Treasury.

5. “Director” means any member of the Board.

6. “Member” means a basketball program approved for participation in the SJBL by the Board and in good standing pursuant to Article III of these By-Laws.

7. “State” means the State of New Jersey.

ARTICLE I

OFFICE, AGENT, PURPOSES AND POWERS

1.1 REGISTERED OFFICE AND AGENT

The initial registered office and registered agent of the SJBL are designated in the Certificate of Incorporation. The Board may change the registered office and/or the registered agent from time to time.

1.2 PURPOSES AND POWERS

The SJBL has been organized as a New Jersey nonprofit corporation. It shall have such purposes as are now or may hereafter be set forth in the Certificate of Incorporation, and shall have and exercise such powers in furtherance of its purposes as are now or may hereafter be set forth in the Certificate of Incorporation. The SJBL shall, except as otherwise provided in its Certificate of Incorporation, have unlimited power to engage in and to do any lawful act for which a corporation may be incorporated under the New Jersey Nonprofit Corporation Act. Specifically, the SJBL will pursue the following objectives:

A. To promote sportsmanship and the true spirit of competition.

B. To promote health, social, educational and character development.

C. To help teach and develop fundamental skills and techniques to further one’s abilities in the sport of basketball.

D. To create activities to assist in the elimination of juvenile delinquency.

E. To form, manage and operate a basketball league for members consisting of boys teams comprised of players meeting the criteria established by the SJBL.

1.3 LIMITATIONS

The SJBL is not organized and will not be operated for and does not contemplate pecuniary gain or profit. No part of the property or net earnings of the SJBL shall inure to the benefit of any person, except as reasonable compensation for services actually rendered by such person or as distributions in furtherance of the purposes of the SJBL as set forth in this ARTICLE I or in the Certificate of Incorporation. The SJBL shall not carry on any activities not permitted to be carried on by a nonprofit corporation under Title 15A of the New Jersey Statutes.

ARTICLE II

BOARD OF DIRECTORS

2.1 POWERS OF THE BOARD

2.1.1 Generally. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, the Board shall exercise the powers of the SJBL, conduct its business affairs, and manage and control its property. The Board is also expressly authorized to make appropriate delegations of authority through management agreements or to Board Committees.

2.1.2 Investment. The Directors shall have the power to invest the assets of the SJBL in a manner that is prudent under the circumstances in order to carry out the purposes of the SJBL and as provided by the standards for prudent trust investment as provided in N.J.S.A. 36:20-11.1 et seq., the New Jersey Prudent Investor Act.

2.1.3 Contributions to the SJBL. The Directors are authorized but not required to accept contributions from individuals or organizations to the SJBL. Contributions accepted by the Directors shall become property of the SJBL and shall be held, administered and used in furtherance of the SJBL’s objectives.

2.1.4 Operational Rules and Regulations. The Board shall have the authority to promulgate Rules and Regulations for the Divisions and Conferences as defined in Appendix I operated by the SJBL. The current Operational Rules and Regulations are attached to these By-Laws as Appendix I. The Operational Rules and Regulations shall be posted on the SJBL website and all Members shall accept them as a condition for participation in the leagues sponsored by the SJBL.

2.2 COMPOSITION OF BOARD

The initial Directors are listed in the Certificate of Incorporation. The Board may expand the number of Directors.

2.3 TENURE

Each Director shall serve until death, removal or resignation.

2.4 RESIGNATION AND REMOVAL

A Director may resign at any time by giving written notice to the other Directors. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any Director may be removed, with or without cause, at any time, by a two-third (2/3) vote of the Board.

2.5 VACANCIES

Vacancies on the Board due to death, removal, resignation, or an increase in the authorized number of Directors, shall be filled by the remaining Directors.

2.6 BOARD MEETINGS

2.6.1 Annual Meeting. The Annual Meeting of the Board shall be held each year during the month of October at such time and place as designated by the Board. At the Annual Meeting, the Board shall elect the Directors, officers and members of Board Committees, as appropriate, to serve during the upcoming year, and conduct such other business as may come before the Board.

2.6.2 Regular Meetings. Regular meetings of the Board shall be held at such date, place and time as the Board shall designate or, in the absence of such designation, at such date, place and time as the President shall from time to time designate.

2.6.3 Special Meetings. Special meetings of the Board may be called by or at the direction of the President, or upon written request by a majority of the Directors. Business transacted at all special meetings shall be confined to the business stated in the notice unless otherwise approved by a majority of the Board at such special meeting.

2.6.4 Notice. Notice of the time and place of any meeting of the Board may be given in writing to each Director and Member personally or by mail or other form of written communication permitted under these By-Laws not less than three (3) days nor more than thirty (30) days before such meeting, which notice may be waived by the Directors. Attendance at any meeting, except for the sole purpose of objecting to the holding of the meeting, shall constitute waiver of notice of such meeting. In the case of a special meeting, or when required by law or by these By-Laws, the notice shall also state the purpose for which the meeting is called.

2.6.5 Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting without further notice.

2.6.6 Voting. Each Director shall be entitled to one vote on any matter before the Board.

2.6.7 Manner of Acting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, the approval of a majority of the Directors present at a meeting at which a quorum is present shall be the authorized action of the Board. Any action required or permitted to be taken by the Board under any provision of law, the Certificate of Incorporation, or these By-Laws may be taken without a meeting with the unanimous written consent of all the Directors. Such written consent(s) shall be filed with the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors. Any certificate or other document relating to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting.

2.6.8 Attendance at Meetings. The Board, by resolution adopted by a majority of the Directors, may establish requirements for attendance by Directors at meetings of the Board and of any Committees. A Director may participate in a meeting of the Board or any Committee by means of a telephone conference call or by any other means of communication by which all persons participating in the meeting are able to hear all comments made by the other participants. If a Director is unable to attend a Board or Committee meeting, the Director may designate another Director as proxy to attend such meeting and vote in the absence of the Director on any matters that come before the Board during that meeting. Unless otherwise announced as a closed meeting, all meetings of the Board shall be open to Members.

ARTICLE III

MEMBERSHIP

3.1 MEMBERSHIP QUALIFICATIONS

Any town-based basketball program situated in Southern New Jersey may apply for membership in the SJBL, provided the town does not already have a program in the league A member of the Board shall meet with the applicants to discuss the league rules and the applicant must provide documentation as to the controls they have in place to insure the program will be in compliance with the league rules. The Board shall have sole discretion with respect to accepting or rejecting a membership application. In evaluating a membership application, the Board will consider the following:

A. The reputation of the applicant, including the individuals associated with it.

B. The geographic territory from which the program draws players.

C. The ability of the applicant to meet the financial obligations of membership and to have suitable gym access for scheduling games.

D. Whether the applicant has demonstrated that its objectives are consistent with those of the SJBL.

The Board may accept or reject applicants on the basis of space available in the various leagues sponsored by the SJBL.

3.2 TERRITORIAL BOUNDARIES

A Member admitted to the SJBL will have exclusivity on all players within the Member’s territorial boundaries approved by the SJBBL .Effective for the 2007-08 season each organization must submit for board approval the definition of their territorial boundaries. On an annual basis each organization will be asked to certify to any changes to the existing boundaries. This will be defined as any player whose primary residence is in the town. . This would be further defined to be any player who would qualify to go to that towns' public school. In the case of a challenge of a player’s satisfaction of the eligibility requirements, the Board has the right to ask for proof of residency. Failure to cooperate with this request within 7 days will result in the suspension of the team for the balance of the regular season and play-offs and permanent removal of the coaches from participation in the SJBBL It is the obligation of each coach to make sure each of his players can satisfy this request before including the player on the teams roster.

3.3 MEMBERSHIP APPLICATION

Any program desiring membership in the SJBL shall submit a membership application form, in duplicate, to the Board.

3.4 MEMBERSHIP STANDARDS

Membership in the SJBL is conditioned on following the rules, procedures and code of conduct established by the SJBL. Any coach, player or other person associated with a team participating in the SJBL activities who does not conform to the rules, procedures and code of conduct established by the SJBL may be barred from participation at the discretion of the Board. Furthermore, any Member who does not conform to the rules, procedures and code of conduct established by the SJBL will be subject to suspension or expulsion as a Member at the discretion of the Board. Members are responsible for the conduct of their coaches, volunteers, players or supporters.

3.5 INSURANCE; INDEMNIFICATION

As a continuing condition of membership, each Member must provide a certificate of current liability insurance coverage designating the SJBL, its officers and directors, as additional insureds prior to the start of league play each year. Each Member agrees to indemnify and hold harmless the SJBL, its officers and directors, for any liability claim arising from the Member’s activities or the activities of the Member’s coaches, volunteers, players or supporters. This indemnification includes any costs incurred by the SJBL in responding to any such liability claim, including attorney fees.

ARTICLE IV

OFFICERS

4.1 OFFICERS

The Board will appoint the officers. The officers of the SJBL shall be President, Secretary, Treasurer, and the Commissioners of the Conferences established pursuant to the Operating Rules and Regulations. Any person may hold two or more offices except that no person may hold both the offices of President and Secretary. The Board may also appoint, at its discretion, a Vice President, assistant Secretary and assistant Treasurer, and such other officers, agents or fiduciaries as it shall deem appropriate.

4.2 APPOINTMENT AND TENURE

All officers of the Corporation shall be appointed by the Board at the Annual Meeting of the Board. Each shall hold office until the next Annual Meeting or until he or she resigns or is removed by the Board

4.3 RESIGNATION AND REMOVAL

An officer may resign at any time by giving written notice to the Board. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specific in said notice. An officer may be removed at any time by a two-third (2/3) vote of the Board.

4.4 VACANCIES

A vacancy in any office may be filled by the Board for the unexpired portion of the term.

4.5 DUTIES OF OFFICERS

4.5.1 President. The President shall be the chief executive officer of the SJBL and shall preside as chairman at all meetings of the Board. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

4.5.2 Vice-President. If appointed by the Board, the Vice-President shall perform such duties as may be assigned by the Board or the President. In the absence of the President or in the event of the President’s disability, inability, or refusal, to act, the Vice President shall perform the duties of the President.

4.5.3 Secretary. The Secretary shall provide for the keeping of minutes of all meetings of the Board and shall assure that such minutes are filed with the records of the SJBL. The Secretary shall give or cause to be given appropriate notices in accordance with these By-Laws or as required by law, and shall act as custodian of all corporate records. The Secretary shall perform all duties incident to the office and such other duties as may be assigned from time to time by the President or the Board.

4.5.4 Treasurer. The Treasurer shall keep or cause to be kept correct and accurate accounts of the properties and financial transactions of the SJBL and, in general, perform all duties incident to the office and such other duties as may be assigned from time to time by the President or the Board. If required by the Board, the Treasurer shall provide a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety as the Board shall determine. The Board shall authorize payment by the SJBL of the premium for any such treasurer’s bond.

4.5.5 Conference Commissioners. The SJBL consists of Divisions, as described in the Operating Rules and Regulations. Each Division consists of one or more Conferences. Each Conference will be managed by a Commissioner. Each Commissioner is responsible for the day-to-day operation of the Conference under his or her jurisdiction, subject to the oversight of the Board.

ARTICLE V

GENERAL PROVISIONS

5.1 REPORTS

The Board shall cause the following reports to be prepared and available for review by Members:

(a) A current list of Directors and officers;

(b) The financial statement for the SJBL’s immediately preceding fiscal year; and

(c) A budget for the SJBL’s current fiscal year.

5.2 CONFLICT OF INTEREST

The CONFLICT OF INTEREST POLICY attached to these By-Laws as Appendix II applies to all transactions or arrangements affecting the SJBL. All Directors and officers of the SJBL shall conduct his or her activities in compliance with this CONFLICT OF INTEREST POLICY.

5.3 LIMITATION OF LIABILITY

To the fullest extent permitted by New Jersey law now in effect and as amended from time to time, a Director, officer or any other authorized person acting for or on behalf of the SJBL shall not be personally liable for monetary damages for any action taken, or any failure to take action, unless the person has breached or failed to perform the duties of his or her office under New Jersey law, and the breach or failure to perform constitutes self-dealing, willful misconduct or gross negligence. This provision shall not apply to exonerate any person from responsibility or liability pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.

5.4 DISTRIBUTION ON DISSOLUTION

No Director, officer, or any other private individual shall be entitled to share in the distribution of any of the SJBL’s assets on dissolution of the SJBL. In the event of dissolution, the Directors and officers will wind up the affairs of the SJBL and distribute the assets of the SJBL in accordance with the Certificate of Incorporation and State law.

5.5 INSPECTION OF RECORDS

Records maintained by the SJBL shall be open to inspection by the Members no later than then (10) days after receipt of a written request, addressed to the President and the Secretary of the SJBL. Inspection shall be made in person and includes the right to make copies at the expense of the person requesting the inspection.

5.6 FISCAL YEAR

The fiscal year of the SJBL shall end on August 31.

5.7 SEAL

The Board may provide for a corporate seal in such form and with such inscription as it shall determine.

5.8 WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the New Jersey Not For Profit Corporation Act, or the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice where such waiver is permitted by New Jersey law. All such waivers shall be filed with the SJBL’s records or be made a part of the minutes of the relevant meeting.

5.9 PROCEDURE

The Board may adopt rules of procedure that are not inconsistent with the Certificate of Incorporation or these By-Laws.

5.10 CONSTRUCTION OF TERMS AND HEADINGS

Words used in these By-Laws shall be read as the masculine, feminine or neuter gender and as the singular or plural, as the context requires. The captions or headings in these By-Laws are for convenience only and are not intended to limit or define the scope or effect of any provision of these By-Laws.

5.11 PERMITTED FORMS OF WRITTEN COMMUNICATION

Any written communication provided for in these By-Laws (e.g., notices, consents, approvals and waivers) can be expressed on paper or transmitted electronically through facsimile, email, or such other means.

5.12 STATE LAW

Any matters concerning the SJBL that are not covered by the Certificate of Incorporation or these By-Laws shall be governed by the New Jersey Nonprofit Corporation Act (New Jersey Statutes Title 15A).

ARTICLE VI

AMENDMENT TO THE BY-LAWS AND
AMENDMENT TO CERTIFICATE OF INCORPORATION

6.1 PROCEDURE

6.1.1 Amendment to By-Laws. These By-Laws may be amended or restated by a two-thirds (2/3rds) vote of the Board in attendance at any Board meeting at which a quorum is present.

6.1.2 Amendment to Certificate of Incorporation. The Certificate of Incorporation may be amended or restated by a two-thirds (2/3rds) vote of the Board in attendance at any Board meeting at which a quorum is present.

Appendix I

South Jersey Boys Basketball League, Inc.

Operating Rules and Regulations

1. Divisions and Conferences

The SJBL shall be made up of the following Divisions for purposes of league play:

Future Stars Division

Fourth Grade

Must be in 4^th grade or lower during the current season and

Cannot be 11 years old prior to September 1st of the current season

Freshman Division

Fifth Grade

Must be in 5^th grade or lower during the current season and

Cannot be 12 years old prior to September 1st of the current season.

Junior Varsity Division

Sixth Grade

Must be in the 6^th grade or lower during the current season and

Cannot be 13 years old prior to September 1st of the current season.

Varsity Division

Senior Division

Must be in the 8^th grade or lower during the current season (exception for 9^th graders who meet age eligibility and do not play in a high school program at any level) and

Cannot be 15 years old prior to September 1st of the current season.

Special 7^th Grade Division of the Varsity Division

Must be in the 7^th grade or lower during the current season

Cannot be 14 years old prior to September 1st of the current season.

Conferences will be organized within each of the Divisions as dictated by Member enrollment.

A Commissioner will be appointed for each Conference by the Board.

2. Team and Player Eligibility

Team Rosters

All teams must submit rosters. A player is permitted to be on one team roster only The roster shall include the school players are attending, their current home address, and their current telephone phone number. This roster must also include the name, address and telephone number of the head coach and all assistant coaches.

All teams must submit two copies of each player’s birth certificate and a recent photograph (taken within the last year) must be stapled to each birth certificate. The photographs should be at least 2 inches by 3 inches in size.

The Conference Commissioners will review and approve the term rosters and player documentation. The Conference Commissioners will retain the original documentation and return a copy to the Member organization. Rosters, birth certificates and player photos must be carried by each team's coach to every game and presented to the opposing coach upon request. Failure to submit roster, pictures and birth certificates to the SJBL will result in forfeiture of any games up to time of submission.

Any players whose name appears on a ninth grade or higher school basketball team roster shall not be eligible to participate in the SJBL.

The roster must be submitted by the deadline determined by the Board. Players are prohibited from participating prior to the receipt of their approved documentation.

Each player must wear the assigned team uniform.

Any violation of the player eligibility (SEE 3.2 TERRITORIAL BOUNDARIES) rules shall result in the forfeiture of all games in which the ineligible player participated. The offending team also will be eliminated from playoff participation and will not be eligible for a Conference championship.

Any changes or additions to any team roster must be submitted prior to January 1st. Roster changes during this period shall be submitted to the Conference Commissioner. Any player added after December 31 will not be eligible for the playoffs.

Effective for the 2007-08 season players electing to “play up”( i.e in a division higher than their grade)….cannot in the next season go back down a division. E.G. if a 5^th grader plays in the 7^th grade division of the Senior Division in 2007-08, he will not be permitted to play in 6^th grade division in 2008-09.

With the exception of the Varsity Division, a player may not play in the same division more than 2 years.</