AI Nexus

Silicon Valley AI Nexus

posted: 17-Mar-2026 & updated: 18-Jul-2026

⚠️ Confidential | AI Nexus Board Only | Not Publicly Listed

BYLAWS OF SILICON VALLEY AI NEXUS INC.

A California Nonprofit Public Benefit Corporation

Adopted: [DATE TO BE DETERMINED]
Last Amended: [DATE]

ARTICLE I: NAME, OFFICES, AND PURPOSE

Section 1.1 Name

The name of this corporation is Silicon Valley AI Nexus Inc., hereinafter referred to as “AI Nexus” or “the Corporation.”

The Corporation is a nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law (California Corporations Code Section 5110 et seq.). Its Articles of Incorporation were filed with the California Secretary of State in July 2026.

Section 1.3 Principal Office

The principal office of the Corporation is located at 20289 Stevens Creek Blvd #1259, Cupertino, CA 95014, or at such other location as the Board of Directors may designate from time to time. The Board may establish additional offices as the Corporation’s activities require.

Section 1.4 Purpose and Mission

The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding section of any future federal tax code.

The specific purpose of the Corporation is to educate the public about artificial intelligence (AI) and to promote its responsible, ethical, and beneficial development and use through educational programs, research, public forums, mentorship, and community engagement for the public benefit.

In furtherance of this purpose, AI Nexus pursues three core missions:

  1. Knowledge and Learning: To provide differentiated and unparalleled opportunities to learn and disseminate knowledge, experience, and insight regarding AI technology, encompassing both technical and humanitarian dimensions.

  2. Community and Networking: To create differentiated, unparalleled, and unique networking environments that foster meaningful connections and bring about true and tangible contributions to the community, society, and the world.

  3. Collaboration and Impact: To broaden the Corporation’s influence through collaboration with other entities, spreading guidance toward the desirable and responsible development of AI for the benefit of humanity.

Section 1.5 Limitations on Activities

Notwithstanding any other provision of these Bylaws:

  1. No Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1.4.

  2. Limitations on Lobbying and Political Activity. 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 or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of or in opposition to any candidate for public office.

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

ARTICLE II: MEMBERSHIP

Section 2.1 No Statutory Members

The Corporation shall have no members within the meaning of Section 5056 of the California Corporations Code. Any action that would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors.

Section 2.2 Community Members

The Board may, by resolution or policy, use the term “member” or “Community Member” to refer to persons associated with the Corporation’s programs and activities. Such persons are not statutory members and shall have no voting rights or other governance rights. Community membership is open to all individuals who share the Corporation’s mission and values. Community Members may:

  • Attend AI Nexus forums and events
  • Participate in networking activities
  • Access AI Nexus resources and communications
  • Propose speakers, topics, and partnership opportunities

Section 2.3 No Membership Fees

The Corporation shall not charge membership fees. The Corporation is sustained through sponsorships, grants, and voluntary contributions.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1 Governance Authority

Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the activities and affairs of the Corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors (hereinafter “the Board”). The Board shall have ultimate authority and responsibility for the governance, strategic direction, and oversight of AI Nexus.

Section 3.2 Board Composition

The Board shall consist of no fewer than five (5) and no more than nine (9) Directors, with the exact number within this range fixed by resolution of the Board. The optimal Board size is seven (7) Directors to ensure diverse perspectives while maintaining operational efficiency.

Section 3.3 Board Member Qualifications

Directors must demonstrate:

  1. Proven Commitment: Sustained and documented contributions to AI Nexus’s mission and operations
  2. Active Participation: Regular engagement in organizational activities, including forums, planning sessions, and strategic initiatives
  3. Collaborative Spirit: Ability to work constructively with other Board members and the broader AI Nexus community
  4. Operational Excellence: Willingness and capacity to fulfill the duties specified in Section 3.4

Section 3.4 Board Member Responsibilities

All Board members are expected to fulfill the following responsibilities:

A. Forum Organization and Execution

Each Board member must actively contribute to organizing at least one-third (1/3) of the annual forums. Given AI Nexus’s operational cadence of approximately 12–15 forums per year, this translates to meaningful involvement in organizing at least 4–5 forums annually.

“Organizing” is defined comprehensively as:

  • Determining forum themes and topics
  • Identifying and securing speakers
  • Planning event logistics (venue, timing, capacity)
  • Coordinating food and beverage arrangements
  • Preparing promotional materials and announcements
  • Managing registration and attendee communications
  • Supporting on-site execution and operations
  • Conducting post-event follow-up and documentation

B. Strategic Planning and Decision-Making

Board members must:

  • Attend at least 80% of Board meetings (whether in-person or virtual)
  • Participate actively in strategic discussions and decision-making
  • Respond to time-sensitive organizational matters within 48 hours
  • Provide constructive input on partnerships, sponsorships, and major initiatives

C. Community Engagement

Board members should:

  • Represent AI Nexus professionally in external interactions
  • Facilitate introductions and connections that advance the Corporation’s mission
  • Actively promote AI Nexus forums and initiatives within their networks
  • Support member engagement and community building efforts

D. Fiduciary Duty

Board members must:

  • Perform their duties in good faith, in a manner they believe to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, as required by Section 5231 of the California Corporations Code
  • Avoid conflicts of interest and disclose any potential conflicts promptly (see Article VIII)
  • Exercise prudent stewardship over the Corporation’s resources
  • Maintain confidentiality of sensitive organizational information

Section 3.5 Board Member Terms

Directors shall serve terms of one (1) year, commencing on the date of election (or such other date as the Board resolution of election specifies) and continuing until a successor is elected and qualified, or until the Director’s earlier resignation or removal. There is no limit on the number of terms a Director may serve; however, re-election is not automatic and is governed by Section 3.6.

Section 3.6 Annual Performance Review and Re-Election

A. Annual Performance Review

The Board shall conduct an annual review of each Director’s performance and contributions before the annual election of Directors. This review shall assess whether, during the preceding year, the Director has properly fulfilled the responsibilities set forth in Section 3.4, including:

  • Fulfillment of forum organization responsibilities (Section 3.4.A)
  • Participation in Board meetings and strategic planning (Section 3.4.B)
  • Community engagement and representation (Section 3.4.C)
  • Observance of fiduciary duties (Section 3.4.D)
  • Overall contribution to AI Nexus’s mission and operations

The annual review process shall be documented and maintained in the Corporation’s records.

B. Re-Election Criteria

A Director seeking an additional term must be re-elected by the Board. The primary criterion for re-election shall be whether the Director has properly fulfilled the responsibilities of Board membership during the preceding year, as determined through the annual performance review. The Board may also consider the Director’s anticipated capacity and commitment for the upcoming term and the overall composition and needs of the Board.

C. Outcomes

Based on the annual review, the Board may:

  1. Re-elect the Director to a new one-year term
  2. Re-elect conditionally, requesting improvement in specific areas with a defined remediation period not to exceed ninety (90) days
  3. Decline to re-elect the Director, in which case the Director’s service ends at the expiration of the current term
  4. Remove a Director whose failures warrant removal before the end of the term (see Section 3.9)

Section 3.7 Election of Directors

Directors shall be elected annually by the Board at the annual Board meeting or at another meeting designated for that purpose. Election of each Director requires the affirmative vote of a majority of the Directors then in office.

Section 3.8 Board Vacancies

A vacancy on the Board shall be deemed to exist upon the death, resignation, or removal of any Director, or upon an increase in the authorized number of Directors. Vacancies may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum. A Director elected to fill a vacancy shall serve the remainder of the vacant term and shall then be subject to the annual review and re-election process.

Section 3.9 Removal of Board Members

A Director may be removed from the Board by a two-thirds (2/3) vote of the other Directors then in office, to the extent permitted by the California Corporations Code, for:

  • Failure to fulfill responsibilities outlined in Section 3.4
  • Conduct that is detrimental to the Corporation’s mission or reputation
  • Persistent inability or unwillingness to contribute to Board activities
  • Breach of fiduciary duty or conflict of interest violations

The Director subject to removal shall be given written notice and an opportunity to address the Board before the vote. In addition, the Board may remove a Director as permitted by Sections 5221 and 5222 of the California Corporations Code (including a Director who has been declared of unsound mind by a final order of court or convicted of a felony).

Section 3.10 Resignation

A Director may resign at any time by giving written notice to the Board Chair, the President/CEO, or the Secretary. Resignation shall be effective upon receipt unless a later date is specified in the notice. Except upon notice to the California Attorney General, no Director may resign if the Corporation would then be left without a duly elected Director in charge of its affairs.

Section 3.11 No Compensation of Directors

Directors shall serve without compensation for their service as Directors. The Board may authorize reimbursement of reasonable expenses actually incurred by a Director in the performance of Board duties. Nothing in this Section precludes a Director from receiving reasonable compensation for services rendered to the Corporation in another capacity, subject to Article VIII and applicable law.

ARTICLE IV: BOARD MEETINGS

Section 4.1 Regular Meetings

The Board shall meet at least quarterly (four times per year) to conduct the Corporation’s business, review operations, and plan strategic initiatives. One regular meeting each year shall be designated the annual meeting, at which the annual performance review outcomes are acted upon, Directors are elected, and officers are elected.

Section 4.2 Special Meetings

Special meetings may be called by:

  • The Board Chair (or Co-Chairs)
  • The President/CEO
  • Any three (3) Directors submitting a written request

Special meetings require at least seven (7) days’ notice to all Directors unless all Directors waive the notice requirement. Notice may be given personally, by telephone, by electronic mail, or by other electronic transmission, and shall state the date, time, place (or virtual access information), and general purpose of the meeting.

Section 4.3 Quorum

A quorum for conducting Board business shall be a majority of the Directors then in office. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, decisions require a majority vote of the Directors present at a meeting at which a quorum is present.

Section 4.4 Virtual Meetings

Board meetings may be conducted in person, by video conference, by telephone, or by any combination thereof, provided that all Directors participating can communicate with one another concurrently. Virtual attendance constitutes presence for quorum and voting purposes.

Section 4.5 Action Without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors then in office consent in writing (including by electronic transmission) to that action, in accordance with Section 5211(b) of the California Corporations Code. Such written consents shall be filed with the minutes of the Board.

Section 4.6 Meeting Minutes

The Secretary shall prepare minutes of all Board meetings and distribute them to all Directors within 14 days of each meeting. Minutes shall be maintained as part of the Corporation’s permanent records.

ARTICLE V: OFFICERS

Section 5.1 Officer Positions

The officers of the Corporation shall be:

  • A President, who shall also carry the title Chief Executive Officer (CEO)
  • A Secretary
  • A Treasurer, who shall also carry the title Chief Financial Officer (CFO)

The Board may also elect or appoint a Chair of the Board (or Co-Chairs) and such other officers (including one or more additional Treasurers, Vice Presidents, or Assistant Secretaries) as the Board deems necessary. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer/CFO may serve concurrently as the President or as the Chair of the Board, as required by Section 5213 of the California Corporations Code.

Section 5.2 Election of Officers

Officers shall be elected by majority vote of the Board at the annual meeting, and shall serve until their successors are elected and qualified, or until their earlier resignation or removal. Officers need not be Directors unless otherwise resolved by the Board.

Section 5.3 Officer Terms

Officers shall serve one-year terms and may be re-elected to consecutive terms. Re-election of officers shall take into account the officer’s performance of the duties set forth in Section 5.4 during the preceding year.

Section 5.4 Officer Duties

Chair of the Board (or Co-Chairs)

  • Set agendas and preside over Board meetings
  • Provide strategic leadership to the Board
  • Ensure the Board fulfills its governance responsibilities
  • Coordinate the annual performance review process

President / CEO

  • Serve as the chief executive officer of the Corporation and, subject to the direction of the Board, supervise and conduct the Corporation’s activities and operations
  • Serve as primary spokesperson for the Corporation (or designate a spokesperson)
  • Ensure implementation of Board decisions
  • Execute contracts and other instruments authorized by the Board
  • Coordinate strategic planning and organizational direction

Secretary

  • Record and distribute minutes of all Board meetings
  • Maintain the Corporation’s official records, including these Bylaws, the Articles of Incorporation, and all amendments
  • Manage Board communications and correspondence
  • Give required notices of meetings
  • Ensure compliance with legal filing and reporting requirements, including filings with the California Secretary of State

Treasurer / CFO

  • Oversee the Corporation’s finances and maintain adequate and correct books and records of account
  • Prepare annual budgets and financial reports
  • Monitor revenue, expenses, and funding sources
  • Ensure proper financial controls and accountability
  • Oversee deposits and disbursements of corporate funds as directed by the Board
  • Coordinate tax and regulatory financial filings (federal and state)

Section 5.5 Removal and Resignation of Officers

Any officer may be removed, with or without cause, by majority vote of the Board. Any officer may resign at any time by giving written notice to the Board; resignation takes effect upon receipt unless a later date is specified. A vacancy in any office shall be filled by the Board.

ARTICLE VI: COMMITTEES

Section 6.1 Board Committees

The Board may, by resolution adopted by a majority of the Directors then in office, create one or more committees with the authority of the Board, each consisting of two (2) or more Directors, in accordance with Section 5212 of the California Corporations Code. Such committees may not take any action that the law reserves to the full Board (including filling Board vacancies, amending Bylaws, or appointing committees).

Section 6.2 Advisory Committees

The Board may also establish advisory committees that do not exercise Board authority. Advisory committee members need not be Directors, and advisory committees should include both Directors and active AI Nexus community members to leverage diverse expertise and broaden engagement. Standing advisory committees may include:

  • Program Committee: Plans and coordinates forums, events, and educational initiatives
  • Partnership Committee: Develops and manages relationships with corporate, academic, and community partners
  • Communications Committee: Oversees marketing, social media, website, and member communications
  • Finance Committee: Supports the Treasurer/CFO in financial oversight and fundraising

Section 6.3 Committee Formation and Dissolution

Committees may be established or dissolved by majority vote of the Board. Each committee shall have a defined scope, objectives, and at least one Director as liaison.

Section 6.4 Committee Reports

Committees shall report regularly to the Board on their activities, recommendations, and outcomes.

ARTICLE VII: FINANCIAL MANAGEMENT

Section 7.1 Fiscal Year

The Corporation’s fiscal year shall be the calendar year (January 1 – December 31).

Section 7.2 Budget

The Board shall approve an annual budget at the beginning of each fiscal year. The Treasurer/CFO shall monitor budget performance and report to the Board quarterly.

Section 7.3 Financial Controls

The Corporation shall maintain appropriate financial controls, including:

  • Separation of financial duties where feasible
  • Documentation of all revenue and expenses
  • Regular financial reporting to the Board
  • Annual financial review or audit as required by law or Board policy

Section 7.4 Contracts, Checks, and Deposits

Contracts, agreements, and financial commitments exceeding $5,000 require Board approval. The President/CEO or Board Chair may execute contracts on behalf of the Corporation following Board approval. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or other depositories as the Board may select, and checks, drafts, and other orders for payment shall be signed by such officer(s) as the Board authorizes by resolution.

Section 7.5 Fundraising and Gifts

The Corporation may accept donations, grants, sponsorships, and other contributions consistent with its nonprofit mission and exempt purposes. The Board may decline any gift that is inconsistent with the Corporation’s mission or that would jeopardize its tax-exempt status. All fundraising shall comply with applicable laws and regulations, including registration and reporting requirements of the California Attorney General’s Registry of Charities and Fundraisers.

Section 7.6 Loans

The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer, except as permitted by Section 5236 of the California Corporations Code.

ARTICLE VIII: CONFLICTS OF INTEREST

Section 8.1 Policy Statement

Directors and officers must act in the best interests of AI Nexus at all times and must avoid conflicts of interest or the appearance thereof. The Board shall adopt and maintain a written conflict of interest policy consistent with this Article and IRS guidance for 501(c)(3) organizations.

Section 8.2 Disclosure

Directors and officers must promptly disclose any actual or potential conflicts of interest to the Board, including:

  • Financial interests in entities doing business with AI Nexus
  • Family relationships with AI Nexus employees, contractors, or partners
  • Competing professional obligations
  • Any other circumstances that could impair independent judgment

Section 8.3 Recusal

Directors and officers with conflicts of interest shall recuse themselves from relevant discussions and votes. The minutes shall record the disclosure, the recusal, and the vote of the disinterested Directors.

Section 8.4 Self-Dealing Transactions

The Corporation shall not engage in any self-dealing transaction, as defined in Section 5233 of the California Corporations Code, except as permitted by that Section. Any transaction in which a Director has a material financial interest requires, at minimum, that the Board determine before the transaction that it is in the Corporation’s best interest and for its benefit, that it is fair and reasonable to the Corporation, and that it is approved in good faith by a majority of Directors then in office without counting the vote of the interested Director, after reasonable investigation of more advantageous alternatives.

Section 8.5 Annual Statement

All Directors and officers shall complete an annual conflict of interest disclosure statement.

ARTICLE IX: INDEMNIFICATION AND INSURANCE

Section 9.1 Indemnification of Directors and Officers

To the fullest extent permitted by Section 5238 of the California Corporations Code, the Corporation shall indemnify its Directors and officers, and may indemnify its employees and other agents, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of their service to the Corporation, provided they acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests.

Section 9.2 Insurance

The Corporation may purchase and maintain insurance to cover indemnification obligations and to protect Directors, officers, employees, and agents from liability, except as prohibited in cases of self-dealing by Section 5233 of the California Corporations Code.

ARTICLE X: RECORDS, REPORTS, AND COMPLIANCE

Section 10.1 Corporate Records

The Corporation shall keep:

  • Adequate and correct books and records of account
  • Minutes of the proceedings of the Board and committees of the Board
  • A copy of the Articles of Incorporation and these Bylaws, as amended to date

Section 10.2 Inspection Rights

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of the Corporation, and to inspect the physical properties of the Corporation, in accordance with Section 6334 of the California Corporations Code.

Section 10.3 Required Filings

The officers shall ensure that the Corporation timely completes all filings required to maintain its good standing and tax-exempt status, including:

  • IRS: Annual information return (Form 990, 990-EZ, or 990-N), and any other required federal filings
  • California Franchise Tax Board: Annual filing (Form 199 or 199N) and maintenance of state tax exemption
  • California Secretary of State: Statement of Information (Form SI-100), filed initially and biennially thereafter
  • California Attorney General’s Registry of Charities and Fundraisers: Initial registration (Form CT-1) and annual renewal (Form RRF-1)

Section 10.4 Annual Report

The Board shall cause an annual report to be furnished to all Directors within 120 days after the close of the fiscal year, containing the financial information required by Section 6321 of the California Corporations Code, unless the Corporation is exempt from that requirement; in all cases, an annual financial summary shall be presented to the Board.

ARTICLE XI: AMENDMENTS

Section 11.1 Amendment Process

These Bylaws may be adopted, amended, or repealed by a two-thirds (2/3) vote of the Directors then in office at any regular or special meeting, provided that:

  1. Proposed amendments are distributed to all Directors at least 14 days before the meeting
  2. The meeting agenda clearly indicates that Bylaws amendments will be considered

No amendment shall be made that would cause the Corporation to cease to qualify as a nonprofit public benefit corporation under California law or as an exempt organization under Section 501(c)(3) of the Code.

Section 11.2 Fundamental Provisions

Amendments to the following provisions require unanimous approval of the Directors then in office:

  • Article I (Name, Offices, and Purpose)
  • Article III, Section 3.4 (Board Member Responsibilities)
  • Article VIII (Conflicts of Interest)
  • Article XI, Section 11.2 (this provision)

ARTICLE XII: DISSOLUTION

Section 12.1 Dissolution Procedure

The Corporation may be dissolved by a unanimous vote of the Directors then in office, followed by all filings and notices required by California law and federal regulations, including notice to or approval of the California Attorney General as required.

Section 12.2 Asset Distribution

The property of the Corporation is irrevocably dedicated to the purposes set forth in Section 1.4, and no part of the net income or assets of the Corporation shall ever inure to the benefit of any Director, officer, or member thereof, or to the benefit of any private person. Upon dissolution or winding up of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to one or more nonprofit funds, foundations, or corporations that:

  • Are organized and operated exclusively for charitable and/or educational purposes
  • Have established their tax-exempt status under Section 501(c)(3) of the Code
  • Have missions aligned with education, technology, and public benefit
  • Are selected by the Board

ARTICLE XIII: GENERAL PROVISIONS

Section 13.1 Nondiscrimination

AI Nexus does not discriminate on the basis of race, color, national origin, ethnicity, religion, gender, sexual orientation, age, disability, or any other protected characteristic in its programs, activities, governance, or operations.

Section 13.2 Electronic Transmission

Subject to applicable law, any notice, consent, or other communication under these Bylaws may be given by electronic transmission (including electronic mail), and such transmission shall be deemed written notice for all purposes of these Bylaws.

Section 13.3 Parliamentary Authority

Meetings shall be conducted using informal parliamentary procedure, with Robert’s Rules of Order serving as guidance for procedural questions not addressed in these Bylaws or governed by law.

Section 13.4 Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. If any provision of these Bylaws is held invalid, the remaining provisions shall remain in full force and effect.

Section 13.5 Effective Date

These Bylaws shall become effective immediately upon adoption by the Board of Directors.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of Silicon Valley AI Nexus Inc., a California nonprofit public benefit corporation, and that these Bylaws, consisting of the foregoing Articles, were adopted by the Board of Directors on [DATE].

Executed on [DATE] at ________, California.

[Name], Secretary

For questions regarding these Bylaws, please contact:

Sunghee Yun
Email: sunghee.yun@gmail.com
Website: https://sungheeyun.github.io