BYLAWS OF ZHOLISTIC LIFE FOUNDATION, INC.

(A North Carolina Nonprofit Corporation)

Adopted by the Board of Directors on November 4, 2025 

 

ARTICLE I – NAME, STATUS, AND PURPOSE

Section 1. Name
The name of this corporation is Zholistic Life Foundation, Inc. (the “Foundation”).

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Section 2. Nonprofit Status.
The Foundation is a nonprofit corporation organized under the North Carolina Nonprofit Corporation Act, N.C. Gen. Stat. §55A, and shall be operated exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code (the “Code”).

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Section 3. Charitable and Educational Purpose.
The Foundation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code, including programs that promote community wellness, holistic health education, and personal development through outreach, training, and service initiatives that improve quality of life.

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Section 4. Limitations; Private Inurement; Political Activity.
No part of the net earnings of the Foundation shall inure to the benefit of any private individual, except for reasonable compensation for services actually rendered and payments made in furtherance of the exempt purposes herein. The Foundation shall not participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and no substantial part of its activities shall consist of attempting to influence legislation.

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Section 5. Offices.
The principal office of the Foundation shall be located in the State of North Carolina at such address as the Board may designate. The Board may establish additional offices as necessary.

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Section 6. Nondiscrimination.
The Foundation does not discriminate on the basis of race, color, national origin, sex, disability, age, or other status protected by law in any of its programs or activities.

 

 

ARTICLE II – MEMBERSHIP

The Foundation shall have no voting members as defined in N.C. Gen. Stat. §55A-6-01. All corporate powers shall be exercised by or under the authority of, and the affairs of the Foundation managed under the direction of, the Board of Directors.

 

 

ARTICLE III – BOARD OF DIRECTORS

Section 1. Authority and Responsibility.
The Board of Directors shall consist of no fewer than seven (7) and no more than eleven (11) voting directors, including the Executive Director.

 

Of the total number of directors serving at any given time:

• Three (3) seats are designated as Legacy Family Director positions, reserved for members of the Founder’s family or designated legacy representatives.

• The remaining seats shall be filled by Independent Directors, who are not related to the Founder by blood or marriage.

 

At all times, Independent Directors shall constitute a majority of the Board, ensuring balanced governance, accountability, and compliance with nonprofit best-practice standards.

 

The Board may adjust the total number of directors within the stated range by Board resolution, provided that Legacy representation and independent-majority requirements are maintained.

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Section 3. Terms of Service; Staggering.
Each director, including the Executive Director, shall serve a two (2)-year term, renewable upon reappointment by the Board. Terms shall be staggered to ensure continuity. Directors may serve multiple consecutive terms with Board approval.

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Section 4. Vacancies; Removal.

Vacancies shall be filled by majority vote of the remaining directors. Legacy seats shall be filled only by members of the Founder’s family. Any director may be removed, with or without cause, by a two-thirds (2/3) vote of the Board, subject to Family Legacy protections under these Bylaws.

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Section 5. Duties of the Board.
The Board shall uphold the mission and ensure compliance with law and policy; approve strategic priorities, annual budgets, and major financial decisions; appoint, support, and evaluate the Executive Director; establish policies and oversee risk management and internal controls; and support fundraising and community engagement.

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Section 6. Compensation.
Directors shall not receive compensation for their service as directors. However, nothing in this section shall preclude the Foundation from compensating a director for services rendered to the Foundation in another capacity, such as that of Executive Director or staff position, provided that:

• The compensation is reasonable.

• It is approved in advance by the disinterested members of the Board; and

• The director receiving compensation does not participate in or vote on any decision regarding their own pay or benefits.

 

Section 7. Quorum and Voting.
A majority of the voting directors then in office constitutes a quorum. Each director has one vote; proxy voting is not permitted. Unless otherwise stated herein, Board action requires a majority vote of those present and voting.

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Section 8. Executive Director Voting Rights.
The Executive Director shall be a voting member of the Board with limited voting rights. The Executive Director may vote on all general matters except those concerning their compensation, benefits, or performance evaluation; matters involving potential conflicts of interest; and disciplinary or removal actions concerning the Executive Director position.

 

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ARTICLE IV – OFFICERS

Section 1. Officers.
The officers of the Foundation shall be the Chair, Vice Chair, Secretary, and Treasurer. The Board may establish additional officer roles as needed.

All officers of the Foundation shall exercise their authority and perform their duties within the scope and limitations established by these Bylaws and applicable Board-approved policies.

 

Section 2. Election and Term.
Officers shall be elected by the Board at the organizational and subsequent annual meetings to serve two (2)-year terms and may be re-elected. Officers serve until successors are elected and qualified.

 

Section 3. Duties.

• Chair: Presides at Board meetings; provides leadership to the Board; represents the Foundation when authorized.

• Vice Chair: Assists the Chair; performs the Chair’s duties when the Chair is absent; undertakes assignments as requested.

• Secretary: Keeps accurate minutes; issues notices; maintains corporate records (articles, bylaws, policies, resolutions, and rosters).

• Treasurer: Oversees financial affairs; ensures accurate books and timely filings; presents financial reports at each regular Board meeting; collaborates with the Executive Director on the annual budget. The Treasurer serves as the principal financial steward of the Foundation and is authorized to act as a signatory on financial accounts only in accordance with the dual-signature and approval requirements set forth in these Bylaws and applicable Board-approved financial policies.

 

Section 4. Removal; Vacancies.
Any director may be removed, with or without cause, by a two-thirds (2/3) vote of the full Board of Directors, subject to the Legacy protections set forth in these Bylaws.

 

Removal of the Executive Director, if serving as a director, shall require a unanimous vote of the full Board of Directors, including the affirmative vote of all Legacy Family Directors, and shall follow the procedures set forth in these Bylaws.

 

All removals shall be documented in the official minutes of the Board and conducted in accordance with applicable law and due process requirements.

Vacancies shall be filled by Board election for the unexpired term.

 

 

ARTICLE V – MEETINGS OF THE BOARD

Section 1. Regular Meetings

The Board of Directors shall hold regular meetings at least quarterly. The schedule of regular meetings may be established by resolution of the Board.

Written notice of each regular meeting shall be provided at least fourteen (14) days in advance and shall state the date, time, place (or virtual platform), and agenda for the meeting.

 

Section 2. Annual Meeting

One regular meeting each year shall be designated as the Annual Meeting of the Board, at which the Board shall elect officers, review organizational and executive performance, and receive annual reports.

 

Section 3. Special Meetings

Special meetings of the Board may be called by the Chair, the Executive Director, or any two (2) directors.

Written or electronic notice of a special meeting shall be provided at least fourteen (14) days in advance and shall state the date, time, place (or virtual platform), and the specific purpose(s) of the meeting. Only the business stated in the notice may be transacted at a special meeting.

 

Section 4. Emergency Meetings

Emergency meetings may be called by the Chair or the Executive Director when immediate Board action is required.

Notice of an emergency meeting shall be given as soon as practicable under the circumstances, but no less than forty-eight (48) hours, using email, telephone, or other rapid means of communication. The minutes of the meeting shall reflect the emergency nature of the meeting and all actions taken.

 

Section 5. Quorum

A majority of the voting directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.

 

Section 6. Voting

each director shall be entitled to one (1) vote. Except as otherwise provided in these Bylaws, the act of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section 7. Participation by Remote Means

Directors may participate in a meeting of the Board by telephone, video conference, or other electronic means, provided that all participants are able to hear one another simultaneously. Participation by such means shall constitute presence in person for purposes of quorum and voting.

 

 

ARTICLE VI – COMMITTEES

The Board may create standing or ad hoc committees by resolution and may delegate defined authority to them, provided committees shall not exercise powers reserved to the Board by law or these Bylaws. Committees may include both directors and non-directors but must include at least one Board member.

 

 

ARTICLE VII – EXECUTIVE DIRECTOR

Section 1. Appointment and Term.
The Executive Director (“ED”) shall serve as the chief executive officer of the Foundation and shall be appointed by the Board of Directors.

 

If the Founder is serving as Executive Director, the Founder shall hold the position for an indefinite term, not subject to automatic expiration, reappointment, or term limits, and shall continue in service unless and until removed in accordance with this Section.

 

If the Executive Director is not the Founder, the Executive Director shall serve under a term length, evaluation process, and reappointment conditions as determined by the Board and set forth in Board policy, subject to applicable law.

 

The Executive Director may be removed only upon a unanimous vote of the full Board of Directors, including the affirmative vote of all Legacy Family Directors, and only for documented cause and due process.

 

The Executive Director shall be a voting member of the Board with limited voting rights as provided elsewhere in these Bylaws.

 

ARTICLE VIII – FAMILY LEGACY AND MISSION INTEGRITY

Section 1. Legacy Representation.
Three (3) Legacy Family Directors shall serve on the Board to preserve the Founder’s vision and ensure mission continuity. These seats are permanent and may only be filled by direct descendants or designated family members of the Founder.

Section 2. Legacy Approval Requirement.
Any amendment to the Articles or these Bylaws that would alter the Foundation’s mission, dissolve the organization, or modify Legacy representation shall require the approval of all Legacy Directors in addition to the required two-thirds (2/3) vote of the Board.

Section 3. Balance of Representation.
At all times, Independent Directors shall constitute the majority of the Board. This ensures diverse perspective and compliance with nonprofit governance standards.

 

 

ARTICLE IX – CONFLICT OF INTEREST

The Foundation shall maintain a written Conflict of Interest Policy consistent with IRS requirements. All directors, officers, and key personnel shall disclose potential conflicts annually and abstain from voting on related matters. Disclosures and recusals shall be documented in the minutes.

 

 

ARTICLE X – INDEMNIFICATION & LIMITATION OF LIABILITY

The Foundation shall indemnify any director, officer, employee, or volunteer acting in good faith and in the Foundation’s best interest to the fullest extent permitted by law. Indemnification shall not apply in cases of gross negligence, willful misconduct, or knowing violation of law. The Foundation may purchase directors’ and officers’ liability insurance.

 

 

ARTICLE XI – FISCAL ADMINISTRATION

The fiscal year of the Foundation shall begin on January 1 and end on December 31. All funds shall be deposited in the name of the Foundation. All disbursements shall require two (2) authorized signatures, typically the Treasurer and either the Chair, Vice Chair, or Secretary. The Board shall ensure an annual independent financial review or audit as required by law.

 

 

ARTICLE XII – POLICIES AND PROCEDURES

The Board shall maintain policies including, but not limited to: Conflict of Interest, Whistleblower, Document Retention, Financial Controls, and Personnel Policy. Policies shall be reviewed periodically and updated as necessary.

 

 

ARTICLE XIII – AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular or special meeting, with at least fourteen (14) days written notice of proposed changes. Amendments affecting the Foundation’s mission or Legacy provisions require approval of all Legacy Directors.

 

 

ARTICLE XIV – DISSOLUTION

Upon dissolution, all assets shall be distributed exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code to one or more organizations then qualifying under that section, as determined by the Board.

 

 

CERTIFICATION OF ADOPTION

Officially adopted on November 4, 2025 by the Zholistic Life Board of Directors

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