Silicon Valley AI Nexus Inc. Bylaws (Lean Draft)

posted: 29-Oct-2026 & updated: 29-Oct-2026

⚠️ Confidential | AI Nexus Board Only | Not Publicly Listed

BYLAWS OF SILICON VALLEY AI NEXUS INC.

A California Nonprofit Public Benefit Corporation

Adopted: October 29, 2026

ARTICLE I: NAME, OFFICE, AND PURPOSE

1.1 Name. The name of this corporation is Silicon Valley AI Nexus Inc. (“AI Nexus” or the “Corporation”).

1.2 Legal Status and Office. The Corporation is a nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law. Its Articles of Incorporation were filed with the California Secretary of State on July 10, 2026 (Entity No. B20260319040). Its principal office is at 20289 Stevens Creek Blvd #1259, Cupertino, CA 95014, or such other place as the Board of Directors (the “Board”) designates.

1.3 Purpose. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”). Its specific purpose 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. In furtherance of this purpose, AI Nexus pursues three missions: (1) knowledge and learning about AI in both its technical and humanitarian dimensions; (2) community and networking that produce tangible contributions to society; and (3) collaboration with other entities to guide the responsible development of AI for the benefit of humanity.

1.4 Limitations. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private person, except that reasonable compensation may be paid for services rendered. No substantial part of the Corporation’s activities shall consist of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not carry on any activity not permitted to a corporation exempt under Section 501(c)(3) of the Code or to which contributions are deductible under Section 170(c)(2) of the Code.

ARTICLE II: MEMBERS

2.1 No Statutory Members. The Corporation has no members within the meaning of Section 5056 of the California Corporations Code. Any action that would otherwise require member approval requires only approval of the Board.

2.2 Community Members. The Board may refer to persons who participate in the Corporation’s programs as “members” or “Community Members.” Such persons are not statutory members and have no voting or governance rights. Community membership is open to all who share the Corporation’s mission, and the Corporation charges no membership fees. The Board may set participation criteria by policy.

ARTICLE III: BOARD OF DIRECTORS

3.1 Powers. Subject to law, the Articles of Incorporation, and these Bylaws, the activities and affairs of the Corporation shall be conducted, and all corporate powers exercised, by or under the direction of the Board.

3.2 Number. The Board shall consist of no fewer than three (3) and no more than nine (9) directors, the exact number fixed by Board resolution.

3.3 Qualifications. Directors shall have demonstrated sustained contribution to the Corporation’s mission and the capacity to fulfill the duties of a director, including those set out in Board policy.

3.4 Term and Election. Directors serve one-year terms, from election until a successor is elected and qualified or until earlier resignation or removal. Directors are elected annually by the Board at the annual meeting by a majority of the directors then in office. There is no term limit, but re-election is not automatic.

3.5 Vacancies. A vacancy exists upon the death, resignation, or removal of a director, or upon an increase in the authorized number of directors. The remaining directors, though less than a quorum, may fill a vacancy by majority vote. A director so elected serves the remainder of the vacant term.

3.6 Removal. A director may be removed by a two-thirds vote of the other directors then in office for failure to fulfill the duties of a director, conduct detrimental to the Corporation’s mission or reputation, breach of fiduciary duty, or violation of the conflict-of-interest policy, after written notice and an opportunity to address the Board. The Board may also remove a director as permitted by Sections 5221 and 5222 of the California Corporations Code.

3.7 Resignation. A director may resign by written notice to the Chair, the President, or the Secretary, effective on receipt unless a later date is specified. Except upon notice to the California Attorney General, no director may resign if the Corporation would be left without a duly elected director in charge of its affairs.

3.8 Compensation. Directors serve without compensation for their service as directors but may be reimbursed for reasonable expenses. A director may receive reasonable compensation for services rendered in another capacity, subject to Article VIII.

3.9 Standard of Conduct. Each director shall perform the duties of a director in good faith, in a manner the director believes 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.

ARTICLE IV: BOARD MEETINGS

4.1 Regular and Annual Meetings. The Board shall meet at least quarterly. One regular meeting each year shall be designated the annual meeting, at which directors and officers are elected.

4.2 Special Meetings. Special meetings may be called by the Chair, the President, or any two directors, on at least seven days’ notice stating the date, time, place or virtual access, and general purpose, unless all directors waive notice. Notice may be given personally, by telephone, or by electronic transmission.

4.3 Quorum and Voting. A majority of the directors then in office constitutes a quorum. Except as otherwise required by law or these Bylaws, the act of a majority of directors present at a meeting at which a quorum is present is the act of the Board.

4.4 Remote Participation. Directors may participate by video conference, telephone, or other electronic means through which all participants can communicate with one another concurrently. Such participation constitutes presence in person.

4.5 Action Without a Meeting. Any action the Board may take at a meeting may be taken without a meeting if all directors then in office consent in writing, including by electronic transmission, in accordance with Section 5211(b) of the California Corporations Code. Written consents shall be filed with the minutes.

4.6 Minutes. The Secretary shall keep minutes of all Board meetings and distribute them to the directors within fourteen days.

ARTICLE V: OFFICERS

5.1 Officers. The officers of the Corporation are a President (who also carries the title Chief Executive Officer), a Secretary, and a Treasurer (who also carries the title Chief Financial Officer). The Board may also elect a Chair of the Board and such other officers as it deems necessary. One person may hold more than one office, except that neither the Secretary nor the Treasurer may serve concurrently as the President or the Chair, as required by Section 5213 of the California Corporations Code.

5.2 Election and Term. Officers are elected by majority vote of the Board at the annual meeting for one-year terms and serve until their successors are elected and qualified. Officers may be re-elected and need not be directors.

5.3 Duties. The Chair sets agendas and presides over Board meetings. The President is the chief executive officer, supervises the Corporation’s activities subject to the Board, serves as its spokesperson, and executes instruments authorized by the Board. The Secretary keeps the minutes and corporate records, gives required notices, and ensures required filings with the Secretary of State. The Treasurer keeps the books of account, prepares budgets and financial reports, oversees deposits and disbursements as directed by the Board, and coordinates tax filings.

5.4 Removal, Resignation, and Vacancies. Any officer may be removed, with or without cause, by majority vote of the Board. An officer may resign by written notice, effective on receipt unless a later date is specified. Vacancies are filled by the Board.

ARTICLE VI: COMMITTEES

6.1 Board Committees. By resolution adopted by a majority of the directors then in office, the Board may create committees of two or more directors with the authority of the Board, subject to the limitations of Section 5212 of the California Corporations Code.

6.2 Advisory Committees. The Board may create advisory committees, which may include non-directors, to assist with programs, partnerships, communications, finance, or other matters. Advisory committees have no Board authority and report to the Board.

ARTICLE VII: FINANCES

7.1 Fiscal Year. The fiscal year is the calendar year.

7.2 Budget and Reports. The Board shall approve an annual budget, and the Treasurer shall report on finances to the Board at least quarterly.

7.3 Contracts and Funds. Contracts and financial commitments exceeding $5,000 require Board approval. Funds shall be deposited in depositories selected by the Board, and checks and payment orders shall be signed by the officers the Board authorizes by resolution.

7.4 Gifts. The Corporation may accept donations, grants, and sponsorships consistent with its exempt purposes, and the Board may decline any gift inconsistent with its mission or tax-exempt status. Fundraising shall comply with applicable law, including registration with the California Attorney General’s Registry of Charities and Fundraisers.

7.5 Loans. The Corporation shall not lend 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

8.1 Policy. The Board shall adopt and maintain a written conflict-of-interest policy consistent with this Article and IRS guidance for Section 501(c)(3) organizations. Directors and officers shall complete an annual disclosure statement.

8.2 Disclosure and Recusal. Directors and officers shall promptly disclose any actual or potential conflict of interest and shall recuse themselves from related deliberations and votes. The minutes shall record the disclosure, the recusal, and the vote of the disinterested directors.

8.3 Self-Dealing. The Corporation shall not engage in a self-dealing transaction as defined in Section 5233 of the California Corporations Code except as permitted by that Section, including the required determination by a majority of disinterested directors that the transaction is fair, reasonable, and in the Corporation’s best interest.

ARTICLE IX: INDEMNIFICATION AND INSURANCE

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 other agents, against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with any proceeding arising from their service, provided they acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests. The Corporation may purchase insurance for this purpose, except as prohibited by Section 5233.

ARTICLE X: RECORDS AND REPORTS

10.1 Records. The Corporation shall keep adequate and correct books and records of account, minutes of the Board and its committees, and a copy of the Articles of Incorporation and these Bylaws as amended.

10.2 Inspection. Every director has the absolute right at any reasonable time to inspect and copy the Corporation’s books, records, and documents and to inspect its physical properties, as provided by Section 6334 of the California Corporations Code.

10.3 Annual Report and Filings. Within 120 days after the close of the fiscal year, the Board shall cause an annual financial report to be furnished to the directors as required by Section 6321 of the California Corporations Code. The officers shall ensure the Corporation timely makes all filings required to maintain its corporate good standing and federal and state tax-exempt status.

ARTICLE XI: AMENDMENTS

These Bylaws may be amended or repealed by a two-thirds vote of the directors then in office at any regular or special meeting, provided the proposed text is distributed to all directors at least fourteen days before the meeting and the notice states that amendments will be considered. No amendment shall 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.

ARTICLE XII: DISSOLUTION

The property of the Corporation is irrevocably dedicated to the purposes in Article I, and no part of its net income or assets shall ever inure to the benefit of any director, officer, or private person. The Corporation may be dissolved by a unanimous vote of the directors then in office, subject to all filings and notices required by California law, including notice to or approval of the California Attorney General. Upon dissolution, the assets remaining after payment of all debts and liabilities shall be distributed, as the Board selects, to one or more organizations exempt under Section 501(c)(3) of the Code and organized and operated exclusively for charitable or educational purposes aligned with education, technology, and public benefit.

ARTICLE XIII: GENERAL PROVISIONS

13.1 Nondiscrimination. The Corporation 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, governance, or operations.

13.2 Electronic Transmission. Subject to applicable law, any notice, consent, or other communication under these Bylaws may be given by electronic transmission and shall be deemed written.

13.3 Construction. The general provisions, rules of construction, and definitions of the California Nonprofit Corporation Law govern the construction of these Bylaws. If any provision is held invalid, the remainder shall remain in effect.

13.4 Effective Date. These Bylaws take effect immediately upon adoption by the Board.

CERTIFICATE OF ADOPTION

I certify that I am the duly elected and acting President and Chief Executive Officer of Silicon Valley AI Nexus Inc., a California nonprofit public benefit corporation, and that the foregoing Bylaws were adopted by the Board of Directors on October 29, 2026.

Executed on October 29, 2026 at Cupertino, California.

________
Sunghee Yun, President and Chief Executive Officer