The name of this nonprofit corporation is the Red Bank Education and Development Initiative, Inc. (the "Initiative").

The purposes of the Initiative are set forth in the Initiative’s Certificate of Incorporation.

3.01 Powers, Authority and Number. All the powers and authority of the Initiative shall be vested in a Board of Directors of not less than five (5) nor more than fifteen (15) Directors. The Board of Directors of the Initiative is hereinafter referred to as the "Board" and its members as "Directors." The Board, upon adoption of these By-laws, shall consist of nine (9) Directors, and thereafter, the number of Directors may be increased and decreased by resolution of the Board in accordance with Section 3.04 below.

3.02 Terms of Office. Each Director named in the Initiative’s Certificate of Incorporation and each Director appointed by the Board to fill a vacancy which may be created prior to the fist annual meeting of the Directors shall serve until the first annual meeting of the Directors. Thereafter, a Director elected to serve a full term shall hold office for a term of three (3) years, except that at the first annual meeting of the Directors, one-third (1/3) of the Directors elected shall be elected for a term of three (3) years, one-third (1/3) of the Directors elected shall be elected for a term of two (2) years and one-third (1/3) of the Directors elected shall be elected for a term of one (1) year. Except as provided above, the term of such a Director shall commence on the day when that Director is elected, and shall end at the conclusion of the third annual meeting of the Board at which that Director was elected.

3.03 Election. The election of Directors shall take place at each annual meeting of the Board. Election shall be by a plurality of the votes cast. Any Director, upon the expiration of his term of office, may become eligible for reelection. Directors shall be selected for their ability to participate effectively in fulfilling the Board’s responsibilities.

3.04 Increase, Decrease and Vacancies. At any duly organized meeting, the Board may increase or decrease the size of the Board to any number, within the maximum and minimum prescribed by these By-Laws, and may also fill any vacancies which may have occurred since the last annual meeting of the Board including vacancies created by an increase in the membership of the Board, provided, however, that no decrease shall have the effect of shortening the term of any incumbent Director. If any Director is elected to fill a vacancy caused by the resignation, death or removal of a Director, the Director elected to fill such vacancy shall serve until the expiration of the balance of the term of Director whose position has become vacant.

3.05 Resignation and Removal. Any Director may resign from the Board at any time by giving written notice to the President or to the Secretary of the Initiative and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed from office by the affirmative vote of two-thirds (2/3) of the entire Board.

3.06 Compensation. No Director shall receive, directly or indirectly, any compensation for services as a member of the Board. The Board may authorize reimbursement of reasonable expenses incurred by Directors in connection with attendance at Board meetings and other duties.

4.01 Terms of Office and Election. The officers of the Initiative shall be a President, Vice President, Treasurer and Secretary, all of whom shall be elected by the Board. At the annual meeting of the Board, following the election of Directors, the Board shall elect the Initiative’s officers who will be eligible to hold office after the conclusion of that meeting. Any officer elected at an annual meeting shall serve for a term of two years, except as this Article IV otherwise provides. The term of any officer elected at an annual meeting shall commence on the first day after the day when that officer is elected, and shall end at the conclusion of the second annual Board meeting following the election of the officer.

4.02 Qualifications. No officer shall be required to be a Director of the Initiative in order to qualify as an officer of the Initiative.

4.03 Duties.

(a) President.

The President shall be the chief executive officer of the Initiative. The President shall perform such duties as usually pertain to the Office of President and shall report to the Board all matters coming to the President’s notice relating to the interests of the Initiative.

(b) Vice President.

The Vice President shall (1) be responsible for the general supervision of the affairs of the Initiative in the absence of the President and (2) perform such other duties as may be assigned to the Vice President by the President or the Board.

(c) Treasurer.

The Treasurer shall have the care and custody of all funds and securities of the Initiative, shall deposit or invest the Initiative’s funds in the name of the Initiative as authorized by the Board, and shall disburse funds as authorized by the Board. The Treasurer shall keep full and accurate accounts of receipts and disbursements and shall give to the President and Board an accounting of all transactions as Treasurer. Except as otherwise approved by a duly adopted resolution of the Board of Directors, all checks disbursing funds of the Initiative shall be signed by two of the following three officers: President, Vice President, and Treasurer.

(d) Secretary.

The Secretary shall keep records of attendance at Board meetings. The Secretary shall keep written minutes of each Board meeting and shall submit the minutes to the Board for approval at the next regularly scheduled meeting. The Secretary shall use his or her best efforts to notify all Directors of regular and special meetings of the Board. The Secretary shall be responsible for the custody of the Initiative’s By-Laws and the minutes of Board meetings.

4.04 Vacancies. If any office becomes vacant before the end of the officer’s term, then that office shall be filled for the remainder of the term by an officer who shall be elected at the next Board meeting held after that officer’s position becomes vacant. An officer elected to fill such a vacancy shall immediately enter into the performance of his or her duties and shall serve in that capacity until the expiration of the balance of the term of the officer whose position has become vacant.

4.05 Election of Officers. An officer shall be elected by a majority vote of the Directors attending the meeting at which an election for that purpose is held.

4.06 Compensation. No officer shall receive, directly or indirectly, any compensation for his or her services as an officer. The Board may authorize the reimbursement of reasonable expenses incurred by officers in connection with attendance at meetings and the performance of other duties.

4.07 Resignation and Removal. All officers of the Initiative shall hold their positions at the pleasure of the Board and may be removed by the Board with or without cause. Any officer may resign at any time by written resignation delivered to the President of the Initiative. Removal shall require a two-thirds (2/3) affirmative vote of the entire Board.

The Initiative shall not have members.

6.01 Frequency. The Board shall hold meetings at such times as the Board determines. Meetings shall be held not less than four times during the calendar year. The Board’s annual meeting shall be held in the month of January, or at such other time as the Board may determine. A special or emergency meeting of the Board may be called by the President or upon the written request of at least three (3) of the Directors then in office at any time.

6.02 Notice of Meetings. Directors shall be given at least ten (10) days advance written notice of the place, date and hour of the annual meeting and of any other regular meeting. Notice of a special or emergency meeting shall also be given at least three (3) days before the meeting. Notices of a special or emergency meeting shall state the place, date and hour of the meeting and the reason for which the meeting is called. Notice shall be deemed to be delivered when actually received personally or by telephone or two (2) days after deposit in the United States mails, postage prepaid. Notice may be waived in writing by any Director. The attendance of a Director at a meeting shall constitute waiver of the notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. All waivers shall be made part of the minutes of the meeting. The Board may, in its discretion, invite any other individuals to attend any regular or special meeting.

6.03 Board Action Without a Meeting. The Board may act without a meeting if all Directors consent in writing to the action. Any action by written consent shall have the same force and effect as if that action had been authorized or approved by the consenting Directors at a duly noticed meeting.

6.04 Quorum - Board Meetings. A quorum for the transaction of any business at any Board meeting shall consist of a majority of the Directors then in office. No action of the Board shall be valid unless taken at a meeting at which a quorum is present, except as Section 6.03 of this Article otherwise provides. If a quorum is present at a Board meeting, then the act of a majority of the Directors at the meeting shall constitute the act of the Board, except as these By-Laws or the Initiative’s Certificate of Incorporation otherwise provide. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment through which all persons participating in the meeting can hear each other and participation in a meeting in this manner shall constitute presence in person at the meeting.

6.05 Vote for Certain Actions. The vote of not less than a majority of the entire Board of Directors shall be required to approve any matter which involves an expenditure of $10,000 or more.

Nominations for Directors shall be made by the nominating committee contemplated by Article VIII, except that at the initial organizational meeting of the Board, any Direcctor present may proposed a candidate for nomination to the Board. The Secretary shall include in the notice of any Board meeting the names of all candidates whose names have been submitted to the Secretary in writing by the nominating committee before the mailing of the notice.

8.01 Committees. The Board shall have a nominating committee, consisting of three members of the Board who shall be appointed to that committee by the Board. Additional and special committees may be established by resolution of the Board, with such members, who need not be Directors, for such purposes as the Board shall consider in the best interest of the Initiative or for the purpose of complying with any State or Federal law. The resolution appointing such additional or special committee shall designate the members and chair of the committee, as well as its purpose, authority, and functions. Each additional and special committee shall limit its activities to the accomplishment of the purpose for which it is appointed and, unless otherwise specified, shall have no power to act except to recommend action to the Board.

8.02 Term. Each member of a committee shall hold office until the next annual meeting following his appointment and until his successor is appointed and qualified, unless he shall sooner resign or be removed.

8.03 Resignation, Removal, Vacancies. Any member of any committee may resign at any time by giving written notice to the President or the Secretary of the Initiative. A member of a committee who is a Director shall automatically cease to serve in such position if he shall cease to be a Director unless the Board approves his continued appointment. Any member of a committee may be removed at any time by a majority vote of the Board of Directors without assigning any cause. Any vacancy occurring in the membership of any committee and any membership to be filled by reason of an increase in the number of committee members shall be filled by the President, subject to the Board’s approval.

8.04 Meetings. All committees shall meet at places, dates, and hours selected by each committee and special meetings may be called by the chair of the committee when he or she deems it necessary. The chair of each committee shall preside at meetings thereof and, unless otherwise provided, each committee shall appoint a secretary. Minutes of all committee meetings shall be accurately kept by the secretary of the committee so appointed or designated as such by the chair of the committee and shall be submitted to the Secretary of the Initiative. In the absence of the chair, a temporary chair shall be appointed.

8.05 Notice. Written notice of committee meetings stating the place, date and hour shall be given to the members of the committee, under the direction of the committee secretary. Such notice shall be mailed at least five (5) days prior to any meeting. In the alternative, notice may be given by telephone at least three (3) days prior to any meeting. Notice may be waived by a committee member in writing or by attendance at the meeting without protesting the lack of notice.

8.06 Quorum. At a committee meeting, a quorum for the transaction of any business shall be a majority of the members of the committee. Action by a majority of those present shall constitute lawful action of a committee. Committee members may participate in a meeting of the committee by means of a conference telephone or similar equipment through which all persons can hear each other and participation at a meeting in this manner constitutes presence in person at the meeting.

To the extent permitted by law, the Initiative shall indemnify its past or present Directors and officers, and their heirs, executors, and administrators, against any and all expenses actually and necessarily incurred by them in connection with the defense or settlement of any actual or threatened action, suit or proceeding in which they, or any of them, are made a party, by reason of their being or having been a Director or officer of the Initiative, except in relation to matters as to which any such Director or officer shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of his duty and to such matters as shall be settled by agreement predicated on the existence of such liability. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person engaged in willful misconduct. The right of the Director or officer to indemnification by the Initiative shall be in addition, and not exclusive of, all other rights to indemnification to which he otherwise may be entitled. The Board by resolution may indemnify, under comparable terms and limitations, employees and agents of the Initiative with respect to activities within the scope of their services as members of committees, officials, or agents of the Initiative.

The fiscal year of the Initiative shall be the calendar year.

Upon the dissolution of the Initiative or the winding up of its affairs, the assets of the Initiative shall be distributed exclusively to charitable or educational organizations which then qualify as tax exempt organizations under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, or under the corresponding provisions of any subsequent federal tax law.

These By-Laws, or any part thereof, may be amended, revised, or rescinded, and new By-Laws may be adopted, at any regular or special meeting of the Board by the affirmative vote of at least a majority of all the Directors entitled to vote. A general statement of the proposal to amend, revise or rescind as aforesaid shall be included in the notice of the meeting which shall be given to the Directors.