BYLAWS FOR CRYSTYLE FAMILY HAIR CARE INC.

BYLAWS FOR CRYSTYLE FAMILY HAIR CARE INC.

Section 2. Specific Purpose
This company will service and reach out to families so they can keep their hair and mental health healthy.

The specific objectives and purpose of this organization shall be:
a. The company stylist will make educational videos about hair care
b. to provide recommendations, instructions, and procedures to keep their families hair manageable in between salon visits.
c. to provide facilities, equipment, and Licensed cosmetology instructors for clients to engage in the promotion of healthy hairstyles, and participation in Hair hygiene.
d. The company stylist will do private classes and consultations about hair care. to provide opportunities for participants to engage in recreational, rejuvenating, stress relieving, and self -esteem building performances of hair and skin services.
e. To Sponsor, host and/or participate in events and activities that promote the hair and skin hygiene services and its annual Dorchester County Career School Cosmetology class scholarship.
f. We plan to ask for donations to support our mission and we plan charge application fees to start up our 1st annual Dorchester County Career School scholarship in honor of Crystyle Family Hair Care Inc. the purpose of this scholarship is to support the vision of future cosmetologist that are going to the Dorchester County Career School in Dorchester SC. Crystal Martino is a DCCTC completer. She remembers her classmates and her self-worrying about getting the money to pay for their kit. This annual Scholarship will award at least one student with $250.00-$300.00 to pay for their cosmetology kit they need for the rest of their career.

Membership

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership:
Application for voting membership shall be open to any current resident, property owner,
business operator, or employee of the REGIONAL AREA (IF NECESSARY) that supports the
purpose statement in Article II, Section 2. Membership is granted after completion and receipt
of a membership application and annual dues. All memberships shall be granted upon a
majority vote of the board.
Section 2. Annual Dues
The amount required for annual dues shall be $300 each year, unless changed by a majority
vote of the members at an annual meeting of the full membership. Continued membership is
contingent upon being up to date on membership dues.
Section 3. Rights of Members
a. Each member shall be eligible to appoint one voting representative to cast the member’s vote
in association elections.
b. Every shareholder (Crystal Martino) of record shall be entitled at every meeting of the shareholders. No shareholder shall sell his vote or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary (Crystal Martino). Resignation shall not
relieve a member of unpaid dues, or other charges previously accrued. A member can have
their membership terminated by a majority vote of the membership.

Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of
membership.
a. Sponsors, host, clients, and customers can join and pay dues under a non-voting membership

Meetings

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings
Regular meetings of the members shall be held quarterly, at a time and place designated by the
Chair (Crystal Martino).
Meeting guidelines:
a. DAY: The 30th of every month.
b. Time: 8pm.
c. Place: 104 central avenue Saint George, SC 29477
d. Members will be notified in person and or by email
e. 3 Members will have to be present
f. Financial decisions will be made at meetings, plans for monthly community services are made at meetings. Fundraiser decisions for operations and scholarship expenses are made at meetings.
g. How Funds will be handled will be decided at meetings.
Section 2. Annual Meetings
An annual meeting of the members shall take place on:
A. DAY: The 30th September 2021
B. TIME: 8pm
C. PLACE: 104 Central Avenue Saint George, SC 29477
D. Members will be notified in person and or by email
E. 3 Members will have to be present
F. Financial decisions will be made at meetings, plans for monthly community services are made at meetings. Fundraiser decisions for operations and scholarship expenses are made at meetings.
G. How Funds will be handled

Section 3. Special Meetings
Special meetings may be called by the chair (Crystal Martino), the Executive Committee (Ralph Martino, or Derrick Sellers, or a simple majority of the board of directors (Anania Martino, or Dereona Martino). A petition signed by five percent (5%) of voting members may also call a special meeting.

Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in
advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any
Director may waive notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of 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. Neither the business to be transacted at, nor the purpose of, any
regular meeting of the Board of Directors need be specified in the notice or waiver of notice of
such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person of most current members of the Board of Directors shall be
necessary at any meeting to constitute a quorum to transact business, but a lesser number shall
have power to adjourn to a specified later date without notice. The act of a majority of the
members of the Board of Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a greater number is required by law or by
these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set
forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on
the Board. The Secretary shall notify the Director in writing that his or her seat has been
declared vacant, and the Board of Directors may forthwith immediately proceed to fill the
vacancy. Members of the Board of Directors who are removed for failure to meet any or all
the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and
are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by
a majority vote of the remaining members of the Board of Directors at a regular meeting.
Vacancies may be created and filled according to specific methods approved by the Board of
Directors.

Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as
Directors.
a. Crystal Martino Opened the corporate account for Crystyle Family Hair Care Inc and she is authorized to sign corporate checks
b. Contracts and loans can be authorized by Crystal Martino, Ralph Martino, and Derrick Sellers
c. This nonprofit (Crystyle Family Hair Care Inc.) will serve and reach out to human beings so they can keep their hair healthy. Appointments for shampooing, conditioning and natural basic hair styles are not compensated
d. All other services like up/dos, weaves, chemical services, etc. are to compensate Crystyle Family Hair Care Salon business owned by Crystal Martino to maintain our lively hood and facilitate our Non-Profit.
Section 9B. Expenses and Debts
Members of the Board of Directors Shall use benefits from all sources of income to pay operating expenses
a. Salon goods are bought and sold to further our mission. These fees are used to duplicate our salon and attract more clients or customers to further our mission to reach out to more clients and customers. A portion of these charges or profits is used to pay Crystyle Family Hair Care Inc’s bills, stylists, creditors, legal fees, medical bills, insurance, annual career school scholarships, transportation for anyone who applies, giving donations for other non-profit organizations whose mission is inclined with our mission. Our salon investors are shareholders or continue to invest in our locations.
b. We need to Get an insurance agent, real estate broker, Licensed Mortgage Consultant, General corporate/ real-estate Attorney, Accountant, financial planner, and an Estate planning attorney
Section 9C. Other Sources of Income
Crystyle Family Hair Care Inc’s President Crystal Martino is going to make this nonprofit survive through giving and receiving. If it never receives funding from members, sponsors, host, etc. It will still serve with the very low-income sources from its President. It will use income from listed Club Members and their dues to keep the business alive. This helps separate the nonprofit from other clubs and it shows love for our community.

Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may
be taken at a meeting of Directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by two-thirds (2/3) of all the Directors
following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any
person or entity unless such information is already a matter of public knowledge, such person
or entity has a need to know, or the disclosure of such information is in furtherance of the
Corporations’ purposes or can reasonably be expected to benefit the Corporation. Directors
shall use discretion and good business judgment in discussing the affairs of the Corporation
with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers
and the purposes and functions of the Corporation, including but not limited to accounts on
deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted
onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the
Board of Directors annually but who shall have no duties, voting privileges, nor obligations for
attendance at regular meetings of the Board. Advisory Council members may attend said
meetings at the invitation of a member of the Board of Directors. Members of the Advisory
Council shall possess the desire to serve the community and support the work of the
Corporation by providing expertise and professional knowledge. Members of the Advisory
Council shall comply with the confidentiality policy set forth herein and shall sign a
confidentiality agreement consistent therewith upon being voted onto and accepting
appointment to the Advisory Council.

Section 12.B Advisory Council

This company overall salon management is running by:

1. Crystal Martino Is the licensed stylist, licensed instructor, and salon owner
2. Ralph Martino is the Landlord, and the investor in salon operations.
3. Derrick Sellers is the salon maintenance, landscaper, cook, caregiver, and advisor

Company Officers:

Crystal Martino carries out the board of directors’ decision and handle day-to-day salon management of Crystyle family Hair Care Inc. and Crystyle Family Hair Care

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the

President (Crystal Martino) by reference to Salon policies.

Section 14. Removal.

Any member of the Board of Directors or members of the Advisory Council may be removed

with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board

of Directors if in their judgment the best interest of the Corporation would be served thereby.

Each member of the Board of Directors must receive written notice of the proposed removal at

least ten (10) days in advance of the proposed action. An officer who has been removed as a

member of the Board of Directors shall automatically be removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum

requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on

the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure

outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All
officers must have the status of active members of the Board.
Section 1. President (Crystal Martino)
The President shall preside at all meetings of the membership. The President shall have the
following duties:
a. He/She shall preside at all meetings of the Executive Committee.
b. He/She shall have general and active management of the business of this Advisory
Board.
c. He/She shall see that all orders and resolutions of the Advisory Board are brought to the
Advisory Board.
d. He/She shall have general superintendence and direction of all other officers of this
corporation and see that their duties are properly performed.
e. He/She shall submit a report of the operations of the program for the fiscal year to the
Advisory Board and members at their annual meetings, and from time to time, shall
report to the Board all matters that may affect this program.
f. He/She shall be Ex-officio member of all standing committees and shall have the power
and duties usually vested in the office of the President.
Section 2. Vice-President (we don’t have qualified vice-president at this time)
The Vice-President shall be vested with all the powers and shall perform all the duties of the
President during the absence of the latter. The Vice-Presidents duties are:
a. He/She shall have the duty of chairing their perspective committee and such other
duties as may, from time to time, be determined by the Advisory Board.
b. He/She must have training and experience in doing salon services

Section 3. Secretary (Crystal Martino) and Acting Secretary (Anania Martino)
The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee,
and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The
Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that
purpose. He/She in concert with the President shall make the arrangements for all
meetings of the Advisory Board, including the annual meeting of the organization.
b. Assisted by a staff member; he/she shall send notices of all meetings to the members of
the Advisory Board and shall take reservations for the meetings.
c. He/She shall perform all official correspondence from the Advisory Board as may be
prescribed by the Advisory Board or the President.
Section 4. Treasurer (Crystal Martino)
The Treasures duties shall be:
a. He/She shall submit for the Finance and Fund Development Committee approval of all
expenditures of funds raised by the Advisory Board, proposed capital expenditures
(equipment and furniture), by the staff of the agency.
b. He/She shall present a complete and accurate report of the finances raised by this
Advisory Board and the annual Career School Cosmetology class Fund at each meeting of the
members, or at any other time upon request to the Advisory Board.
b. He/She shall have the right of inspection of the funds resting with the Scholarship Program including budgets and subsequent audit reports.
c. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program
according to funding source guidelines and generally accepted accounting principles.
e. He/She shall perform such other duties as may be prescribed by the Advisory Board or
the President under whose supervision he/she shall be.

Section 5. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names
of those persons for the respective offices of the Advisory Board. Nominations shall also be
received from the floor after the report of the Nominating Committee. The election shall be
held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of
one (1) year, commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective
offices for two (2) terms only.
Section 6. Removal of Officer
The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may
remove any officer of the Board of Directors and elect a successor for the unexpired term. No
officer of the Board of Directors shall be expelled without an opportunity to be heard and
notice of such motion of expulsion shall be given to the member in writing twenty (20) days
prior to the meeting at which motion shall be presented, setting forth the reasons of the Board
for such expulsion.
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies
which occur between annual meetings, including those of officers. Nominations shall be sent in
writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at
which the election will be held. The persons so elected shall hold membership or office for the
unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation
The board may create committees as needed, such as fundraising, housing, public relations,
data collection, etc. The board chair appoints all committee chairs.
Section 2. Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to
amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the
powers and authority of the board of directors in the intervals between meetings of the board
of directors and is subject to the direction and control of the full board.
Section 3. Finance Committee
The treasurer is the chair of the Finance Committee, which includes three other board
members. The Finance Committee is responsible for developing and reviewing fiscal
procedures, fundraising plans, and the annual budget with staff and other board members. The
board must approve the budget and all expenditures must be within budget. Any major change
in the budget must be approved by the board or the Executive Committee. The fiscal year shall
be the calendar year. Annual reports are required to be submitted to the board showing
income, expenditures, and pending income. The financial records of the organization are public
information and shall be made available to the membership, board members, and the public.
 

ARTICLE VIII. CORPORATE STAFF
Section 1: Executive Director (Crystal Martino)
The Board of Directors shall hire an Executive Director who shall serve at the will of the Board.
The Executive Director shall have immediate and overall supervision of the operations of the
Corporation, and shall direct the day-to-day business of the Corporation, maintain the
properties of the Corporation, hire, discharge, and determine the salaries and other
compensation of all staff members under the Executive Director’s supervision, and perform
such additional duties as may be directed by the Executive Committee or the Board of
Directors. No officer, Executive Committee member or member of the Board of Directors may
individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the
President or the Board. The Executive Director shall be an ad-hoc member of all committees.
The Executive Director may be related by blood or marriage/domestic partnership within
the second degree of consanguinity or affinity to any member of the Board of Directors or
Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors
by a majority vote and shall serve until removed by the Board of Directors upon an affirmative
vote of three-quarters (3/4) of the members present at any meeting of the Board Directors.
Such removal may be with or without cause. Nothing herein shall confer any compensation or
other rights on any Executive Director, who shall remain an employee terminable at will, as
provided in this Section.
ARTICLE IX. – Conflict of Interest and Compensation
Section 1: Violations of the Conflict-of-Interest Policy:

a. If CRYSTYLE FAMILY HAIR INC’S governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

PURPOSE:
TO ASSURE THAT CRYSTYLE FAMILY HAIR CARE INC BOARD MEMBERS WHO HAVE A CONFLICT OF INTEREST WILL NOT HAVE INFLUENCE OVER CRYSTYLE FAMILY HAIR CARE INC. FOR SETTING THEIR OWN COMPENSATION ARE AS FOLLOWS:
a. ALL MEMBERS UNDERSTAND THAT THEY ARE FREE TO PURSUE OTHER CORPORATIONS TO WORK FOR OR START THEIR ON BUSINESSES AS LONG AS IT DOSE NOT AFFECT THEIR MEMBERSHIP DUES.
CRYSTAL MARTINO THE EXECUTIVE DIRECTOR will have 70% OF
COMPENSATION the 2 Directors RALPH MARTINO AND DERRICK
SELLERS will have 10% a piece FOR COMPENSATION
and the 2 members ANANIA MARTINO AND
AND DEREONA MARTINO will have 5% a piece

b. COMPENSATION:

PURPOSE:
TO ASSURE THAT CRYSTYLE FAMILY HAIR CARE INC BOARD MEMBERS WHO HAVE A CONFLICT-OF-INTEREST WIIL NOT HAVE INFLUENCE OVER CRYSTYLE FAMILY HAIR CARE INC REGAURDING BUSINESS DEALS WITH THEMSELVES WE TREAT EACH OTHER LIKE WE WOULD WANT SOMEONE TO TREAT US BY DOING THE FOLLOWING:
a. MEMBMERS CAN HAVE BUSSINESS DEALS WITH THEMSELVES BUT THEY HAVE TELL CRYSTYLE FAMILY HAIR CARE INC’S DIRECTORS ORALLY BEFORE THEY START ANY BUSINESS DEALS. IF CRYSTYLE FAMILY HAIR CARE INC DOES NOT SUPPORT THEIR BUSINESS DEALS THAN THEY CANNOT USE CRYSTYLE FAMILY HAIR CARE INC’S PLATFORM TO PROMOTE, OR GLAMORIZE THAT PARTICULAR BUSINESS DEAL
b. MEMBERS CAN MAKE BUSSINESS DEALS WITH THEMSELVES AND PUT MORE WORK HOURS INTO THEM THAN CRYSTYLE FAMILY HAIR CARE BUT YOU CAN NOT NEGLECT YOUR DUTIES AT CRYSTYLE FAMILY HAIR CARE
c. MEMBERS CANNOT MISUSE THE NAME OF CRYSTYLE FAMILY HAIR CARE INC. IN ANY BUSSINESS DEAL
d. MEMBERS SHOULD REMEMBER CRYSTYLE FAMILY HAIR CARE INC. TO KEEP ITS MISSION AND USE IT TO BETTER THEIR OWN BUSINESS DEALS
e. CRYSTYLE FAMILY HAIR CARE WILL RESPECT EVERY MEMBERS BUSSINESS DEALS AND WE EXPECT THE SAME REPECT FROM THEIR BUSINESSES.
f. MEMBERS OF CRYSTYLE FAMILY HAIR CARE MUST NOT ENGAGE IN CRIMINAL ACTIVITIES AND ILLEGAL BUSSINESS DEALS IF THEY DO, THEY WILL HAVE TO BE PUT ON A ONE YEAR BREAK FROM ALL CRYSTYLE FAMILY HAIR CARE INC PROGRAMS.
g. MEMBERS MUST NOT COMMIT TO ANY BUSSINESS DEALS THAT WILL BRING SHAME ONTO CRYSTYLE FAMILY HAIR CARE INC. BUT IF THEY DO, THEY WILL BE PUT ON A ONE YEARE BREAK FROM ALL CRYSTYLE FAMILY HAIR INC. PROGRAMS
h. MEMBERS MUST NOT STEAL FROM CRYSTYLE FAMILY HAIR CARE INC. UNDER ANY CIRCUMSTANCES THEY MUST GET APPROVAL FROM THE ECECUTIVE DIRECTOR AND ONE OTHER BOARD MEMBER TO USE ANYTHING THAT BELONGS TO CRYSTYLE FAMILY HAIR CARE.
i. MEMBERS MUST NOT GIVE FALSE EVIDENCE AGAINST CRYSTYLE FAMILY HAIR CARE INC. OR AGAINST THEIR OWN BUSSINESS DEALS.
j. MEMBERS WHO HAVE A CONFLICT OF INTEREST BEACAUSE THEIR BUSSINESS DEALS SHOULD GET PERMISSION FROM CRYSTYLE FAMILY HAIR CARE INC’S EXECUTIVE DIRECTOR TO TALK ABOUT IT WITH THE MEMBERS AND THEN ONE MEMBER CAN DECIDE IF THEY WANT TO BELONG WITH CRYSTYLE FAMILY HAIR CARE INC. IF ONE OR THE OTHER OR BOTH MEMBERS WANT TO STAY THEY CAN AGREE TO DISAGREE AND CONTINUE PAYING THEY’RE DUES, BUT IF NOT, THEY CAN REMOVE THEMSELVES BY CANCELLING THEIR MEMBERSHIPS. MEMBERS AND FORMER MEMBERS MUST NOT SAY ANYTHING MALICIOUS, DEFAMITORY, OR BAD ABOUT ANYTHING THAT BELONGS TO CRYSTYLE FAMILY HAIR CARE INC.

ARTICLE X. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the District of Columbia, the corporation shall
indemnify any director, officer, employee, or agent, or former member, director, officer,
employee, or agent of the corporation, or any person who may have served at the
corporation’s request as a director or officer of another corporation (each of the foregoing
members, directors, officers, employees, agents, and persons is referred to in this Article
individually as an “indemnitee”), against expenses actually and necessarily incurred by such
indemnitee in connection with the defense of any action, suit, or proceeding in which that
indemnitee is made a party by reason of being or having been such member, director, officer,
employee, or agent, except in relation to matters as to which that indemnitee shall have been
adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the
performance of a duty. The foregoing indemnification shall not be deemed exclusive of any
other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of
the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a
member, director, officer, employee, or agent against any liability asserted against such person
and incurred by such person in any such capacity or arising out of such person’s status as such,
whether or not the corporation would have the power or obligation to indemnify such person
against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the
proceedings of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of
Directors, provided that specific written notice of the proposed amendment of the Articles
setting forth the proposed amendment or a summary of the changes to be affected thereby
shall be given to each director at least three days in advance of such a meeting if delivered
personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the
Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative
vote of all directors then in office. All other amendments of the Articles shall require the
affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special
meeting. Written notice setting forth the proposed amendment or summary of the changes to
be affected thereby shall be given to each director within the time and the manner provided for
the giving of notice of meetings of directors.
 

Article XIII. Articles of Dissolution

Work sited
“nolo.com”
Nolo’s Guide to Single-Member LLCs

Section 1. Plan of Dissolution
the nonprofit’s remaining assets will be distributed after all creditors have been paid. Voluntary dissolution as follows:
• The board of directors must approve the plan of dissolution first and then submit it to members.
• The members can meet and vote or give written consent to approve dissolution and one of the directors can file necessary paperwork to close this nonprofit.
Section 2. Initial Notice to Attorney General
File articles of dissolution give notice regarding the dissolution to the Attorney General (AG). The notice must include a copy or summary our plan of dissolution. We cannot transfer any of our nonprofit’s assets until 20 days after giving the AG notice, or until the AG indicates in writing that it will not take action regarding the transfer, whichever is earlier.
After our board has approved the dissolution, and after or on the same date the directors filed notice with the AG, directors need to file articles of dissolution with the Secretary of State (SOS). The articles of dissolution must contain:
• the name of our nonprofit
• the date dissolution was authorized.
• if approval by members was not required, a statement to that effect and a statement that the plan of dissolution was approved by a sufficient vote of the board of directors.

• if approval by members was required, (a) the designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and (b) the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class
• if approval of dissolution by some person or persons other than the members or the board of directors was required, a statement that the approval was obtained; and
• a statement that we have given notice of the dissolution to the AG.
Section 3 “Winding Up”
After our nonprofit has formally authorized dissolution, it continues to exist only for the purpose of taking care of certain final matters that, collectively, are known as “winding up” the company. Winding up is largely about paying off any debts and then distributing any remaining assets, but there may also be other tasks involved.
We can only distribute money and property after we’ve paid off all of our nonprofit’s debts. Then, for asset distributions, there are specific rules we need to follow. For example, our nonprofit must return any items that were loaned to it on the condition that they would be returned upon dissolution. In addition, after paying off debts and returning loaned assets, a dissolving 501(c)(3) organization must distribute its remaining assets for tax-exempt purposes. In practice, this usually means distributing assets to one or more other 501(c)(3) organizations. Other asset distribution requirements may also apply.

Section 4. Notice to Creditors and Other Claimants
One other part of winding up our dissolved nonprofit involves giving notice to creditors and other claimants. Giving notice is optional. However, doing so will help limit our liability and allow us to make final distributions of remaining assets more safely. We can mail notice directly to known claimants after dissolution. We can also give notice to unknown claimants by publishing in a newspaper.
Section 5. Final Notice to Attorney General
After “all or substantially all” of our nonprofit’s assets have been transferred—in other words, after we have finished winding up our nonprofit—we must send the AG a notice indicating who, other than creditors, received assets. For each recipient of assets, the list must show an address and what assets were received.
Section 6. Federal Tax Note
For federal tax purposes, we’ll need to file IRS Form 990 or IRS Form 990-EZ. We must include a completed Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets), as well as copies of our articles of dissolution and plan of dissolution. When completing Form 990 or Form 990-EZ, we’ll need to check the “Terminated” box in the header area on Page 1 of the return. For additional guidance, check out Every Nonprofit’s Tax Guide, by Stephen Fishman (Nolo), go to the IRS website, or consult with a tax professional.
 

ADOPTION OF BYLAWS

We, the undersigned, are all the initial directors or incorporators of this corporation, and we
consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 23 preceding pages, as
the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 6th day of December 2020.
Crystal Martino, Crystyle Family Hair Care Inc.