CSL Therapy Federal Board Bylaws

Inception date: October 28, 2022


The name of this organization shall be the American Federal Board of CSL therapy & Body Contouring hereinafter referred to as the Federation or AFBCBC.

Inception Period: First Calendar year of institutionalizing Federal Board. Does not have to be a full year however, if year is less than 6 months the inception period will continue thru the next succeeding year until the end of the CSL Therapy fiscal year (November 30)


The mission of the Federation is to support its CSL Therapy State Member Board Directors in their work to:

  1. Ensure that the practice of CSL therapy is provided to the public in a safe and effective manner. CSL Therapy is defined as (Acronym for COSMETIC SELF LOVE) external manipulation of cellular waste through the human body after trauma based exposure such as but not limited to car accidents, stress, dramatic weight loss/gain, elective surgery procedures expelling lymph, toxins, and free radicals due to compromised natural systems resulting in a buildup of fluids and blocked nodes where hands, tools, and body contouring equipment incorporated with lifestyle metabolic adjustments are implemented to aid in homeostasis.
  2. Develop, maintain, and enforce safety protocols for short term recovery home
  3. Afford client advocacy and complications outreach initiatives for vulnerable persons within the Body Altering Aesthetics industry.
  4. Propose laws necessary for continued public health safety within the elective post-operative surgical Body Altering Aesthetics industry.
  5. Serve as a non biased supportive party for State Board director investigations, votes, meetings; political awareness; and streamline nomenclature for the general public to openly research trusted information regarding the elective Pre and Post-Operative.

In carrying out this mission, the Federation of Delegates shall:

  • Facilitate communication among Member Boards & licensed providers and provide a forum for the exchange of information and experience.
  • Provide educational support governed by the Council, services and guidance to Member Board Directors & CSL agencies that help them fulfill their statutory, professional, public, and ethical obligations.
  • Support efforts among Member Board Directors to establish compatible requirements and cooperative procedures for the legal regulation of CSL therapists & CSL agencies in order to facilitate professional mobility, simplifying and standardizing the licensing process.
  • Ensure the provision of valid reliable licensing examinations to determine entry- level
  • Improve the standards of CSL therapy education, licensure, and practice through cooperation with entities that share this objective, including other therapy organizations, accrediting agencies, governmental bodies, and groups whose areas of interest may coincide with those of Member Boards.
  • Represent the interests of its Member Board Directors in matters consistent with the scope of the Bylaws.
  • Ensure the provision of a valid reliable submission and review of competent courses for approval and dispersion to potential and current members.
  • Establish and vote on qualities and requirements to apply for State Board positions past Alliance Liaison period
  • Vote on new policies, updating regulations alongside Counsel, and industry
  • Communicate policy changes to respective and affiliated
  • Establish a risk management program as a preventive measure to minimize financial
  • Set & maintain standard of CSL Therapy educational parameters along with CSL Agency directors for minimum credit hours; establish & approve curriculum; and implement CSL Agency suggested nomenclature updates.
  • Create/oversee creation of workbooks, study guides, and CSL educational programs; establish CSL vocational school scholastic schedules.


The members of the AFBCBC shall be known as “Delegates”. The CSL Federal Board shall also be known or referred to as “The Federation.” An active position within the Federation shall be referred to as “a Membership.”

Section 1. Delegate Membership Categories.

  1. Member Board of Federal

A termed group of appointed Directors serving on the Federal CSL Therapy Board authorized by statute to regulate the practice of CSL therapy licensed treatments [inclusive of Incisional Drainage, PostOp-Indur, & all forms of CSL defined Body Contouring], Body Altering Aesthetics short term assisted living Recovery Homes, Pre-Elective Surgical preparation educational curriculum and certification process, & Client Advocacy protection standards. Members act in an advisory capacity, whether by licensure, certification or registration, in any of the States of the United States of America, or the District of Columbia, or its insular territories, and that has been granted State Institution and participation in the Federation.

  • Positions: Listed in Article VI, Section
  1. Associate Members

Current and future legally serving assistant members of the Federal Board; current and future committee members.

Emeritus Members

Section 2. Qualification and Admission.

During the inception period, all Federal Board of Directors will be nominated and appointed by members of the CSL Alliance Liaison formation committee, the CSL Council, & State Agency Departments. After this time period expires, all candidates wishing for membership shall submit an application with the required dues, and shall agree to comply with the Bylaws of the Federation. A two-thirds vote of the Board of Directors shall be required to grant membership in all categories for all open positions.

Section 3. Rights of Members.

  1. Member Board Director
    • May attend meetings of the Federation.
    • May participate in discussions, introduce motions, and make nominations
    • May vote at meetings, through Delegate representation.
  2. Associate Members
    • May attend meetings of the Federation.
    • Are eligible for elected offices and participation on all committees.
    • May participate in discussions at meetings.
  3. Emeritus Members
    • May attend meetings of the Federation.
    • May participate in discussions at meetings.


Section 4. Termination.

Membership & affiliation may be terminated by a two-thirds vote of fellow AFBCBC Board of Directors or majority vote of Council members for failure to pay dues in a timely manner, for failure to comply with the Bylaws or policies of the Federation, or by being convicted of a Felony as defined by the US law for matters pertaining to personal or professional endeavors. Termination is subject to review and dismissal by Council for final say.


Section 1. Federal Council Authority & Composition

The Council shall provide direction and policy for the Federation via the resolution process and through election of the Board of Directors, and shall take no action inconsistent with the Federation Articles of Incorporation, these Bylaws, the Mission Statement, or applicable local or federal law. The Council is comprised of 4 appointed members. An Alternate Delegate lobbyist may be designated by a Member Board director to attend meetings, and to replace a Council member assuming their responsibilities as Delegate Pro Tempore if all 4 Council members are unable to participate.

Section 2. Federal Board Members Authority and Composition.

The Federal Board shall provide direction and policy for CSL State Board of Directors via the resolution process and through election of the Board of Directors, and shall take no action inconsistent with the Federation Articles of Incorporation, these Bylaws, the Mission Statement, or applicable local or federal law. The Federal Board is comprised of 1 Registered Nurse,

  • 1 Esthetician,
  • 1 Massage therapists
  • 1 Phlebotomist
  • 1 Wound Care specialist
  • 1 Plastic surgeon
  • 1 Code enforcement.

The board is supplemented with 1 Chief Research Analyst. The Federal Board turns to CSL Agency Directors for niche advisory in their respective sectors. The CSL Agency has no federal voting privileges but can consult with the Federal Board of Directors for guidance. They may attend open and closed meetings and add items to the agenda. The group of Agency delegates are referred to as “The Agency Director Assembly”.

Section 3. Selection, Credentialing and Seating of Delegates.

  1. Council members, Federal Board Members, and Alternate Delegates must have at least 1 year experience of CSL Therapy or equivalent empirical data that matches CSL Quipping standards as set by CSL Therapy Principles and amendments.
  2. Federal Board Members, lobbyists, and Alternate Delegates will be appointed during the initial inception period. From thereafter they will be nominated with an application and acceptance process that will end in a vote by The Council, the Chief Analyst Researcher and State Board directors.
  3. Any applicable credentials for lobbyists and Alternate Delegates shall be submitted to the Council and/or Federal Member Board directors whose seat is not up for election under the Federation office Lobbyists and Alternates shall be seated at the AFBCBC Assembly upon the receipt of appropriate credentials.
  4. After initial external voting for Chief Officer positions, there will be a week-long voting and appointment through Council selection for President, Secretary, and Treasurer from seven Federal Board Members.


Section 1. Annual Meeting.

The CSL Delegate Assembly shall have an Annual Meeting the first Monday in October at a time and place as determined by the Federal Board of Directors. Notice of meeting shall be conveyed in writing (inclusive of virtual delivery) to each Member Board at least 60 days prior to the meeting date. In the event of an emergency, the Federal Board of Directors by a two thirds vote may postpone the Annual Meeting and shall schedule a meeting of the Agency Director Assembly to present CSL emergent information to the public until the CSL Delegate Assembly may be held by the Council and the Federal Board of Directors.

Section 2. Special Meetings.

Special meetings of the Delegate Assembly may be called by the President at any time with the approval of a majority of the Board of Directors, and must be called by the President as soon as practicable upon written request from a majority of the Member Boards. Notice of meeting, including the general nature of business to be transacted, shall be conveyed in writing (inclusive of virtual delivery) to each Member Board at least 15 days prior to the meeting date.

Unattending members are required to debrief themselves on meeting notes within 72 hours of missed meeting, confirming debriefing with the President in writing (either email, text, or physical written letter).

Section 3. Quorum.

In order to conduct business at any meeting of the Delegate Assembly, at least a majority of Member Boards must be in attendance. Provided that there is a majority of Member Boards as described above, the total number of Board Members in attendance shall constitute the quorum. Unless otherwise provided in the Bylaws or under applicable law, all actions to be taken by the membership shall require an affirmative vote of a majority of the established quorum. In the absence of a majority of Members, those Board Members in attendance may adjourn the meeting by a majority vote.

Section 4. Voting and Elections.

  1. A Board Member is entitled to be represented by a single vote on each issue put to a vote before the Delegate Board Members shall vest the right to vote in their Delegate or Delegate Pro Tempore.
  2. There shall be no proxy or absentee voting at the Annual Meeting or any special meeting of the Delegate If you are not in attendance— physically or virtually for the duration of the meeting your vote will not be permissible.
  3. Elections shall be conducted by ballot at the Annual Meeting: If a candidate does not receive a majority vote on the first ballot, reballoting shall be limited to the two candidates receiving the highest number of votes for that position.
  4. Votes shall be counted, tallied, and recorded by a non biased outside party that will be selected and appointed 30 days before election.
  5. Should a vote end in a tie, the Chief Research Analyst whom typically does not have voting power will be the tiebreaker.


Section 5. Parliamentary Authority.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised, may govern the proceedings of the Federation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any meeting procedures or special rules of order the Federation may adopt.


Section 1. Composition.

  1. The Board of Directors (hereinafter referred to as the BOD) shall be comprised of eleven voting members:
    1. Seven Chief Directors: a Registered Nurse,

a Esthetician, a Massage therapist, a Phlebotomist, Wound Care specialist, a Plastic Surgeon, and a Code Enforcement Officer. One of these Directors shall serve as President; one shall serve as secretary securing meeting minutes; one director shall serve as Treasurer and

  1. Nine State Agency Directors, one who may be a Public
  2. One Chief Research Analyst (non-voting)
  3. Four Council Members
  4. Two Lobbyists (non-voting)
  1. There shall be three outside/ex-officio members of the BOD who shall have a voice at meetings but no vote, and who shall consist of the following:
    1. Luminary Deputy— Executive assistant to the Federal Board; and
    2. Immediate Past President, who shall serve in this capacity for one year following the expiration of their term as President pending they weren’t removed.
    3. Accountant, shall work with the Treasurer
    4. Volunteer committees (nominating, code enforcement, research, etc)

Section 2. Authority.

  1. The BOD shall manage the affairs of the Federation, including the transaction of all business for and on behalf of the Federation as authorized under these Bylaws. The BOD shall carry out the resolutions, actions, or policies as authorized by the Delegate Assembly, subject to the provisions of the Articles of Incorporation and Bylaws.
  2. Consistent with this authority, the BOD shall:
    • Approve the appointment of committee members and chairs made by the President as provided in these Bylaws.
    • Employ and determine the duties of a Luminary Deputy.
    • Develop and maintain policies and procedure manuals.
    • Create strategic plans to carry out the mission and functions of the Federation.
    • Adopt and provide oversight to an annual budget, collecting financial coverage from each State Department within the Federation on a percentage basis.
    • Select an independent certified public accountant to prepare the annual financial audit of the Federation.
    • Present an annual report to the Delegate Assembly.

Directors and Committee member leaders shall be elected by a majority vote of the Delegate Assembly.

Section 3. Conduct of Business.

  1. A majority of the BOD shall constitute a quorum for official
  2. Requirements:
    • The BOD shall meet at least four times per year; one of these meetings shall be in conjunction with the Annual Meeting of the Delegate Assembly.
  • Notice of face-to-face meetings of the BOD shall by conveyed in writing to each BOD member at least 60 days prior to the meeting date.
  • Notice of telephonic meetings of the BOD shall be conveyed in writing at least 10 days prior to the meeting date.
  • Meeting agendas shall be made public, even for a closed meeting on CSLTherapy.org within 30 days of the meeting; closed meeting details shall not be made available past meeting topics.
  • The board shall schedule individual meetings with Committee Members as needed for them to continue progression of the Federation duties not to exceed 4 times a month per Committee; should meeting time exceed this, the next meeting is to be scheduled with the Council in attendance.
  • Executive Session

The BOD may meet in executive session only for discussion and resolution of personnel matters, legal matters, transactions involving real property, matters related to the membership status in the Federation of a Member Board or Associate Member, and matters related directly to the security of the Federation’s examination programs.

Section 4. Duties.

Members of the BOD shall perform the duties prescribed by these Bylaws, and the policies and procedures established by the BOD. Specific responsibilities for Officers of the Federation are set forth as follows:

  1. President: Shall preside at all meetings of the Delegate Assembly and the Board of Directors, serve as a spokesperson for the Federation, appoint members and chairs of Standing Committees and Special Committees, and assume all powers and duties customarily incident to the office of President.
  2. Secretary: Shall keep meeting minutes, assemble and share upcoming agendas, organize and approve forms and application processes, and conduct or delegate admin SOP associated with running the Federation.
  3. Luminary Deputy: Shall assist the BOD in their Federation responsibilities according to these Bylaws, perform duties of the Secretary in their absence
  4. Treasurer: Shall serve as the chair of the Finance Committee, shall oversee the financial affairs of the Federation, and shall assure that quarterly financial reports are presented to the BOD and that annual financial reports are provided to the Delegate
  5. Chief Research Analyst: Shall fluidly aid research analysis for the Federation, Agency Director Assembly, State Directors, and the Council.

Section 5. Qualifications for Directors.

  1. At the time of their nomination and election, Directors shall be either:
    1. An Associate Member of the Federation;
    2. A Director who is currently serving on the Board of Directors, subject to the term limits set forth herein; or
    3. An otherwise eligible public


  1. The President shall have served the Federation as either a Delegate, a committee member, a State Director or an Officer before being elected to the office of President. Note: State Directors must step down from their position if they accept a Federal Position; Directors cannot serve both state and federal at the same time.


  1. A Public Member shall not be a current credentialed member of any other professional therapy or health profession board, nor should they be an employer of individuals of another professional board.


Section 6. Term of Office.

  1. Directors shall assume office at the close of the Annual Meeting at which they are
  2. During the inception period— the first fiscal year of board existence, board members will be appointed. After this timeframe, members shall be nominated and elected for three years,
  3. No member of the BOD shall concurrently hold an elected or appointed office in a state or national association that, in the opinion of the Board of Directors, would result in potential or actual conflict of interest with the Federation.
  4. All Directors shall:
    • Be elected for a term of three years, beginning at the end of the inception period, or until their successors are elected.
    • Not serve more than nine consecutive years on the Board of Directors.


Section 7. Vacancies in Office.

  1. A vacancy in the office of President shall be filled by the Chief Research Analyst for the remainder of the unexpired term.
  2. A vacancy occurring in the offices of Secretary, Treasurer, or Chief Research Analyst, shall be filled by appointment by the President or in their also absence, the Luminary Deputy, subject to approval by the Council. The appointee shall serve until the next Annual Meeting, at which time an election shall be held to fill the unexpired term.


Section 8. Removal from Office.

  1. An Officer, Director, or Delegate may be removed from office by a two-thirds vote of the Delegates present and voting at any duly authorized Annual or Special Meeting of the Delegate
  2. The BOD may remove any Officer, Director or committee member from office with cause by a majority vote of the BOD. Cause for removal is the occurrence of any of the following acts:
    • Breach of fiduciary obligation to the Federation and its members resulting in a loss of funds or standing in any jurisdiction.
    • Failure to carry out the duties and responsibilities of the position.
    • Failure to meet the qualification criteria of the position.
    • Any act resulting in conviction for violation of federal or state law that impacts the member’s duties to the Federation.
    • Any act resulting in public disciplinary action against said member’s professional credential to practice if the person is a massage therapist.
    • A conflict of interest that impacts the member’s duties to the Federation.


  • Any conduct determined by the BOD to be detrimental to the Federation.


Section 9. Executive Committee.

  1. The BOD may establish an Executive Committee, which shall be composed of just the Committee leaders of all respective Executive Committee members shall have a voice but not a vote.
  2. The Executive Committee shall be charged with specific purpose and decision making authority by the BOD for their respective committees, and shall operate solely within that
  3. The quorum and meeting notice requirements of Section 3, herein, shall apply to the Executive Committee.

Committee members will be assembled by need and established by non-voting members of the CSL Therapy and public interest. Committee Chair will be selected. Committee Chair will select the remaining committee members. Applications will be submitted for each opening.


Section 1. Appointment.

The Executive Committee Members (Chair of each Committee) shall be appointed by the BOD. The selection or termination of the Executive Director shall be by a majority vote of the BOD.

Section 2. Authority.

Executive Committee Members shall serve as agents for the Federation, focusing on their assigned respective sectors and concepts, and shall possess the authority and shall perform all duties listed on Committee opportunity addendums in progressing the Federation, including the management and supervision of the office, programs and services of Federation, the tracking of committee expenses and execution of contracts (subject to such limitations as may be established by the BOD). Each Committee will be given an appointed Committee Executive who shall serve as Committee chairman and secretary; overseeing maintenance of committee documents and records for the Federation and shall perform such additional duties as may be defined and directed in writing by the BOD.


Section 1. Standing Committees.

The Federation shall maintain the following Standing Committees past the inception period for a one year period before recommital:

  1. Finance Committee

The committee shall review the annual budget, the Federation’s investments and prepare the audit for the [unbiased] accountant. The committee shall, working in conjunction with the President, recommend a budget to the BOD and advise the BOD on fiscal policy to assure

prudence and integrity of fiscal management and responsiveness to Member Board needs. The Finance Committee may be made up of Public Members and volunteers.

  1. Examination Committee

This committee shall be comprised of at least five members, and shall provide general oversight of the licensing examination process. This includes job survey analyses, examination item development, security, administration and quality assurance to ensure consistency with the Member Boards’ need for examinations. The committee shall also approve item development panels and recommend test plans to the BOD. Subcommittees may be appointed to assist the Examination Committee in the fulfillment of its responsibilities. The Examination Committee will work with the CSL Licensing & Exam agency as well as the Council.

  1. Policy Committee

This committee shall research and develop proposed amendments to the Bylaws and Standing Rules as directed by the BOD or the Delegate Assembly. The Committee shall, in accordance with policies established by the BOD, review, evaluate and report to the Delegate Assembly on all resolutions and motions submitted by Member Boards.

  1. Professional Standards & Code Enforcing Committee

This committee shall provide general oversight of and guidance on issues related to massage therapy practice, regulation, and education. They will also work closely with the CSL Client Advocacy agency Director to conduct investigations and follow up resources on industry complaints, recommending licensure suspension or revocation or reinstatements, as well as changes to the licensing SOP.

  1. Nominating Committee

The Nominating Committee shall seek nominations from Member Boards and associate members and shall present a slate of qualified candidates for election at the Annual Meeting. Persons seeking nomination or wishing to suggest nominees must contact the Nominating Committee at least 45 days prior to the Annual Meeting to submit a volunteer application and other information the committee may request. Nominations for directors will not be accepted from the floor during the Annual Meeting. No name shall be placed into nomination without the consent of the nominee.

Section 2. Nominating Committee.

There shall be three (3) members on the Nominating Committee. All members shall be elected at the Annual Delegate Assembly of the Association by a plurality of votes, either from nominations submitted by the Nominating Committee or by nominations from the floor. A candidate for the Nominating Committee must be a Delegate or Alternate Delegate, a current member of a Member Board or the chief administrative officer of a member board. The elected members of the Nominating Committee shall have attended at least one (1) Delegate Assembly meeting prior to nomination. All members shall serve a one year term.

Section 3. Special Committees.

The BOD may establish special (or ad hoc) committees as needed to accomplish the mission of the Federation, and to assist any standing committee in the fulfillment of its responsibilities.

Special committees may include subcommittees, task forces, advisory panels, focus groups, or other groups designated by the BOD.

Section 4. Committee Membership and Term.

  1. Members and chairs of committees shall be appointed by the President, with the approval of the The term of committee appointments shall be one year. Committee vacancies may be filled by Chair or BOD appointment for the remainder of an unexpired term.
  2. Those eligible for membership on standing committees shall submit an application for their desired committee at least 30 days in advance of the Annual Meeting; no applications will be accepted after this timeframe.

Section 5. Committee Duties.

  1. Each committee shall be provided with a charge and shall establish policies to guide and expedite its work, subject to review and modification by the BOD.
  1. All committees shall:
    • Keep accurate minutes of meetings.
    • Operate within its assigned budget.
    • Submit quarterly progress reports to the BOD.
    • Submit an annual report to the BOD for presentation to the Delegate Assembly.

C. The quorum and meeting notice requirements of Article VI, Section 3 shall apply to all standing and special committees.


Section 1. Financial Year.

  1. The Financial Year of the Federation shall be December 1 until November
  2. The financial affairs of the Federation shall be maintained in conformance with accepted accounting principles recommended at inception.

Section 2. Dues.

The Delegate Assembly shall establish the annual dues for each membership category. Member dues are to be paid within the first 3 months of the restart of the fiscal year. Dues amount is available on the Federal Fee Schedule.


Section 3. Finances.

  1. The BOD shall adopt an annual budget, which shall be made available to Member Boards prior to the beginning of the Financial year.
  2. No officer, director, committee or employee of the Federation shall have the right or authority to expend any money of the Federation, to incur any liability in its behalf or to make any commitment which binds the Federation to any expense or financial liability, unless such expenditure, liability or commitment has been incorporated in the budget or the BOD has made an appropriation to pay same.


  1. The financial records of the Federation shall be audited annually by an independent certified public accountant appointed by the BOD. The annual audit report shall be provided to the Delegate Assembly at its Annual Meeting. If the annual gross revenues of the Federation are less than one million dollars ($1,000,000), the BOD may choose to have an independent review performed by a certified public accountant in place of the audit.

Upon inception, the Federal Board will meet to assign financial avenues as funds are generated. The board will decide percentage attributions inclusive of but limited to BOD wages, events, staff payroll, generation and distribution of tests, test administration fees, code and comar enforcement, expansion of State boards, real estate, & website upkeep.


Section 1. Indemnification.

Subject to the limitations of this Article, the Federation shall indemnify any person who was or is a party of or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Federation) by reason of the fact that such person is or was a committee member, including the Board of Directors, or Officer of the Federation, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding only if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Federation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, condition or upon a plea of Nolo Contendere or its equivalent shall not, in and of itself, create a presumption that such person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Federation and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

Section 2. Qualification.

Any indemnification under this Article shall be made by the Federation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Article. Such determination shall be made by the Board of Directors consisting of members who are not parties to such action, suit or proceeding or, if such quorum is not attainable, a quorum of disinterested members.


Section 1. Requirements.

These Bylaws may be amended at any meeting of the Delegate Assembly at which a quorum is present by a two-thirds majority of the Delegates present and voting; provided that the amendment has been submitted in writing to the Member Boards at least 45 days prior to the meeting.

Section 2. Amendment proposals.

Amendments may be proposed by the Policy Committee or Member Boards. Such proposals shall be submitted in writing to the Federation office at least 90 days before a meeting of the Delegate Assembly where this amendment is to be considered.

Section 3. Effective date.

These Bylaws, and any other subsequent amendments thereto, shall become effective upon their adoption.


In the event of dissolution of the Federation, the Board of Directors shall prepare a plan for the orderly distribution of all the assets of the Federation. After payment of all bona fide obligations, assets shall be distributed to the succeeding non-profit CSL Federal Council Accrediting (ACBAA) corporation or to other non-profit corporations as provided in the Federation’s Articles of Incorporation. In no case shall any of the assets be distributed to any private individual.