Bylaws of LuxeNova Community Wellness, Inc.

The name of the corporation is "LuxeNova Community Wellness, Inc.," a Massachusetts nonprofit corporation (the "Corporation").

The principal office of the Corporation shall be located in the Commonwealth of Massachusetts at such address as the Board of Directors may designate from time to time.

The Corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its mission is to stabilize families experiencing crisis through community-centered relief, food access, family navigation, sponsor-a-family programs, and specialized support for households impacted by disability and autism.

No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private individual, except as reasonable compensation for services rendered to the Corporation.

Notwithstanding any other provision of these bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable purposes of the Corporation as set forth in Section 1.3.

No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

The Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.

The affairs of the Corporation shall be managed by its Board of Directors (the "Board"). The Board shall have ultimate responsibility for the policies, programs, finances, and legal compliance of the Corporation.

The Board shall consist of no fewer than three (3) and no more than eleven (11) directors. The initial Board is composed of the founding directors named in the Corporation's records.

Each director shall serve a term of two (2) years and may be re-elected for additional terms. Founding directors shall serve staggered initial terms as designated by the Board to ensure continuity.

Directors shall be elected by majority vote of the sitting Board. Vacancies, including those created by an increase in Board size, shall be filled by majority vote of the remaining directors and the appointee shall serve the remainder of the unexpired term.

A director may resign at any time by delivering written notice to the Board Chair or Secretary. A director may be removed, with or without cause, by a two-thirds (2/3) vote of the directors then in office at a duly noticed meeting.

Directors shall not receive compensation for their service as directors. Directors may be reimbursed for reasonable, documented out-of-pocket expenses incurred in the performance of their duties.

The officers of the Corporation shall include a Board Chair / President, a Vice Chair, a Treasurer, and a Secretary. The Board may create additional officer positions as it determines necessary.

Officers shall be elected annually by the Board and shall serve a one (1) year term or until their successors are duly elected. An officer may serve consecutive terms.

Officer duties are as follows:

• Board Chair / President — Presides at Board meetings, leads governance priorities, and serves as the primary representative of the Corporation in formal and partner-facing matters.
• Vice Chair — Supports the Board Chair, presides in the Chair's absence, and helps coordinate committees and special initiatives.
• Treasurer — Oversees financial activity, signs off on disbursement records, ensures accurate books and records, presents financial reports to the Board, and partners with the Board Chair on fiduciary responsibility.
• Secretary — Maintains official records, including minutes, policies, votes, organizational documents, and required filings; ensures proper notice of meetings.

Any officer may be removed by majority vote of the Board, with or without cause. A vacancy in any office shall be filled by majority vote of the Board for the unexpired term.

The Board shall meet at least four (4) times per calendar year at such times and places as the Board may determine. Meetings may be held in person or by remote communication permitting simultaneous participation.

Special meetings of the Board may be called by the Board Chair or by any two (2) directors upon at least seventy-two (72) hours' written notice (which may be delivered by email) stating the purpose of the meeting.

A majority of the directors then in office shall constitute a quorum. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, except where a greater vote is required by law or these bylaws.

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors then in office consent in writing (including by email) to such action.

The Secretary shall keep minutes of all Board meetings, including attendance, motions, votes, and resolutions, and shall maintain such minutes as official records of the Corporation.

The Board may establish standing or ad-hoc committees, including but not limited to a Finance Committee, Governance Committee, Program & Community Impact Committee, and Fundraising Committee. Each committee shall act in an advisory capacity to the Board unless expressly delegated authority by Board resolution.

Committee members shall be appointed by the Board Chair, subject to Board confirmation. Non-director community members may serve on committees other than as voting members of the Board.

The fiscal year of the Corporation shall be the calendar year unless otherwise determined by resolution of the Board.

The Corporation shall keep complete and accurate books of account, donation records, minutes, and policies. All organizational funds shall be held in accounts in the name of the Corporation and shall remain entirely separate from any personal account of any director, officer, employee, or volunteer.

Expenditures shall be documented and supported by receipts, requests, or program documentation. The Board shall adopt internal controls governing approval thresholds, dual authorization for material disbursements, and periodic review of financial activity.

Donor-restricted gifts shall be tracked separately and applied in accordance with the donor's stated restriction when feasible. All disbursements must serve the charitable purpose of the Corporation.

The Treasurer shall present an annual financial report to the Board and shall ensure that all required state and federal filings are timely submitted.

The Board shall adopt and maintain a written Conflict of Interest Policy. Each director and officer shall sign an annual disclosure form acknowledging the policy and disclosing any actual or potential conflicts.

A director or officer with a personal, financial, or family interest in any matter before the Board shall disclose that interest, refrain from participating in deliberation on the matter, and recuse from any vote thereon. The disclosure and recusal shall be recorded in the minutes.

The Corporation shall indemnify its directors and officers to the fullest extent permitted by Massachusetts law against expenses reasonably incurred in connection with any action or proceeding to which they are made a party by reason of their service to the Corporation, except in matters involving willful misconduct or knowing violation of law.

The Corporation may purchase and maintain directors and officers liability insurance, general liability insurance, and such other coverage as the Board determines appropriate.

These bylaws may be amended, altered, or repealed by a two-thirds (2/3) vote of the directors then in office at a duly noticed meeting, provided that written notice of the proposed amendment is delivered to all directors at least seven (7) days in advance of the meeting.

Upon dissolution of the Corporation, after payment of all liabilities, the remaining assets shall be distributed to one or more organizations qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code, selected by the Board, consistent with the charitable purposes of the Corporation and applicable Massachusetts law.

These bylaws were adopted by the founding Board of Directors of LuxeNova Community Wellness, Inc. and shall take effect upon adoption. The Secretary shall maintain the executed bylaws as part of the official records of the Corporation.